and Provisions.
(A)
AS USED HEREIN, "GAAP" MEANS GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN EFFECT IN THE UNITED STATES AS SET FORTH IN THE OPINIONS AND
PRONOUNCEMENTS OF THE ACCOUNTING PRINCIPLES BOARD AND THE AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS AND STATEMENTS AND PRONOUNCEMENTS OF THE FINANCIAL
ACCOUNTING STANDARDS BOARD FROM TIME TO TIME APPLIED ON A CONSISTENT BASIS,
SUBJECT TO THE PROVISIONS OF THIS SECTION 1.03.
FOR THE AVOIDANCE OF DOUBT, FOR
ANY PERIOD PRIOR TO THE CONSUMMATION OF THE SPIN-OFF, ANY FINANCIAL DEFINITIONS
FOR THE BORROWER AND ITS SUBSIDIARIES SHALL BE CALCULATED ON A COMBINED BASIS
CONSISTENT WITH THE FINANCIAL STATEMENTS SET FORTH IN SECTION 6.05.
ALL
ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED
43
HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA (INCLUDING
FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE SUBMITTED
PURSUANT TO THIS CREDIT AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH, GAAP
APPLIED ON A CONSISTENT BASIS IN A MANNER CONSISTENT WITH THAT USED IN PREPARING
THE AUDITED FINANCIAL STATEMENTS REFERENCED IN SECTION 6.05, EXCEPT AS OTHERWISE
SPECIFICALLY PRESCRIBED HEREIN.
(B)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY,
DETERMINATIONS OF (I) THE CONSOLIDATED TOTAL LEVERAGE RATIO FOR PURPOSES OF
DETERMINING THE APPLICABLE PRICING LEVEL UNDER THE DEFINITION OF "APPLICABLE
PERCENTAGE", (II) COMPLIANCE WITH COVENANTS AND CONDITIONS AND (III) REVENUES
FOR DETERMINING MATERIAL SUBSIDIARIES AND IMMATERIAL SUBSIDIARIES SHALL BE MADE
ON A PRO FORMA BASIS.
TO THE EXTENT COMPLIANCE WITH THE COVENANTS IN
SECTION 8.10 IS BEING CALCULATED AS OF A DATE THAT IS PRIOR TO THE FIRST TEST
DATE UNDER SECTION 8.10 IN ORDER TO DETERMINE THE PERMISSIBILITY OF A
TRANSACTION, THE LEVELS FOR THE COVENANTS AS OF THE FIRST TEST DATE UNDER
SECTION 8.10 SHALL APPLY FOR SUCH PURPOSE.
(C)
IF AT ANY TIME ANY CHANGE IN GAAP OR IN THE CONSISTENT APPLICATION
THEREOF WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET
FORTH IN ANY CREDIT DOCUMENT, THE BORROWER MAY, AFTER GIVING WRITTEN NOTICE
THEREOF TO THE ADMINISTRATIVE AGENT, DETERMINE ALL SUCH COMPUTATIONS ON SUCH A
BASIS; PROVIDED THAT IF ANY CHANGE IN GAAP WOULD AFFECT THE COMPUTATION OF ANY
FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY CREDIT DOCUMENT, AND EITHER THE
BORROWER OR THE REQUIRED LENDERS SHALL SO REQUEST, THE ADMINISTRATIVE AGENT, THE
LENDERS AND THE BORROWER SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR
REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH CHANGE IN
GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS); PROVIDED FURTHER THAT,
UNTIL SO AMENDED (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN
ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) THE BORROWER SHALL
PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS AND
OTHER DOCUMENTS REQUIRED UNDER THIS CREDIT AGREEMENT OR AS REASONABLY REQUESTED
HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR
REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
(D)
CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
ALL REFERENCES
HEREIN TO CONSOLIDATED