Common use of Accounting Terms; GAAP; Pro Forma Calculations Clause in Contracts

Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, and subject to the provisions of this Section 1.3, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. (b) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated in accordance with the definition of “Pro Forma Basis” with respect to any event described in such definition. (c) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated as follows: (i) for the four (4) consecutive Fiscal Quarters ending on March 31, 2014, the relevant amount for such period shall equal such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 multiplied by 4, (ii) for the four (4) consecutive Fiscal Quarters ending on June 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) such amount for the Fiscal Quarter ending June 30, 2014, multiplied by 2, (iii) for the four (4) consecutive Fiscal Quarters ending on September 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014 and September 30, 2014, multiplied by 4/3, (iv) for the four (4) consecutive Fiscal Quarters ending on December 31, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014, September 30, 2014 and December 31, 2014 and (v) for each of the four (4) consecutive Fiscal Quarters ending thereafter, the sum of such amounts for the four (4) consecutive Fiscal Quarters ending on such date. (d) If either the Parent Borrower or the Required Lenders notifies the Administrative Agent that (i) any change in accounting principles from those used in the preparation of the financial statements of the Parent Borrower referred to in Section 5.9 is hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accounts (or successors thereto or agencies with similar functions), and such change affects the calculation of any component of any financial covenant, standard or term found in this Agreement, or (ii) there is a change in federal, state or foreign tax laws which affects the Parent Borrower’s or any of its Restricted Subsidiaries’ ability to comply with the financial covenants, standards or terms found in this Agreement, then if the Parent Borrower shall so request, the Parent Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions (with the agreement of the Required Lenders or, if required by Section 11.11, all of the Lenders) so as to equitably reflect such changes with the desired result that the criteria for evaluating any of the Parent Borrower’s and its Restricted Subsidiaries’ consolidated financial condition shall be the same after such changes as if such changes had not been made; provided that, with respect to the changes referred to in clause (i) above, until so amended (or until such request is withdrawn), regardless of whether any such request is made before or after such change or the application thereof, (x) such financial covenants, standards or terms shall continue to be computed in accordance with the relevant accounting principles as in effect immediate prior to such change therein becoming effective and (y) the Parent Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculation of such financial covenant, standard or term made before and after giving effect to such change.