Common use of ACCOUNTING TERMS; UTILIZATION OF GAAP Clause in Contracts

ACCOUNTING TERMS; UTILIZATION OF GAAP. FOR PURPOSES OF --- ----------------------------------------------------- CALCULATIONS UNDER AGREEMENT. ----------------------------- For purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Financial statements and other information furnished to Agent pursuant to SECTION 6.2 or any other section (unless specifically indicated otherwise) shall be prepared in accordance with GAAP as in effect at the time of such preparation; PROVIDED that no Accounting Change shall affect financial covenants, standards or terms in this Agreement; PROVIDED further that Borrower shall prepare footnotes to the Financial Statements required to be delivered hereunder that show the differences between the Financial Statements delivered (which reflect such Accounting Changes) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). All such adjustments described in clause (c) of the definition of the term Accounting Changes resulting from expenditures made subsequent to the Closing Date (including capitalization of costs and expenses or payment of pre-Closing Date liabilities) shall be treated as expenses in the period the expenditures are made. Notwithstanding the foregoing, in the event that any Accounting Change shall occur and such change results in a change in the method of calculation of the financial covenants, standards or terms in this Agreement, then Borrower and Agent agree to negotiate in good faith in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by Borrower, Agent and the Requisite Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.

ACCOUNTING TERMS; UTILIZATION OF GAAP. FOR PURPOSES OF --- ----------------------------------------------------- CALCULATIONS ------------------------------------------------------------------ UNDER AGREEMENT. ----------------------------- For purposes of --------------- Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to such terms them in conformity with GAAP. Financial statements and other information furnished required to Agent be delivered by Company to Lenders pursuant to SECTION 6.2 or any other section clauses (unless specifically indicated otherwisei), (ii), (iii) and (xiii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation; PROVIDED that no Accounting Change preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall affect utilize (i) accounting principles and policies in conformity with those used to prepare the financial covenantsstatements referred to in subsection 5.3, standards or terms in this Agreement; PROVIDED further that Borrower shall prepare footnotes (ii) if any amendments to the Financial Statements provisions set forth in Sections 1, 6 and 7 are made pursuant to negotiations conducted by operation of the following sentence, accounting principles and policies in effect at the time of the effectiveness of such amendments. If any changes in accounting principles from those used in the preparation of the financial statements referred to in subsection 5.3 hereafter occasioned by the promulgation of rules, regulations, pronouncements or opinions by or required to be delivered hereunder that show the differences between by the Financial Statements delivered Accounting Standards Board or the American Institute of Certified Public Accountants (which reflect such Accounting Changesor successors thereto or agencies with similar functions) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). All such adjustments described in clause (c) of the definition of the term Accounting Changes resulting from expenditures made subsequent to the Closing Date (including capitalization of costs and expenses or payment of pre-Closing Date liabilities) shall be treated as expenses in the period the expenditures are made. Notwithstanding the foregoing, in the event that any Accounting Change shall occur and such change results result in a change in the method of calculation of the financial covenants, standards or terms found in this AgreementSections 1, then Borrower 6 and Agent 7 hereof, the parties hereto agree to negotiate in enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes changes with the desired result that the criteria for evaluating the Holdings', Company's and each of its Subsidiaries' financial condition of the Credit Parties conditions shall be the same after such Accounting Changes changes as if such Accounting Changes changes had not been made. Until During the period of such time as negotiations, but in no event for a period longer than 60 days after the effectiveness of any such an amendment change, Company shall have been executed not be required to deliver the additional financial statements required pursuant to subsection 6.1(v). After the earlier of (i) the effectiveness of any amendments to the provisions of Sections 1, 6, and delivered 7 resulting from such negotiations or (ii) 60 days following the effectiveness of any such change, Company shall, if requested by Borrower, Agent and the Requisite Lenders, all deliver the additional financial covenants, standards and terms in this Agreement shall continue statements required pursuant to be calculated or construed as if subsection 6.1(v) with respect to such Accounting Changes had not occurredchanges.