Common use of Accounting and Financial Determinations Clause in Contracts

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where the character Unless otherwise --------------------------------------- specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, all accounting determinations and computations hereunder or liability or item of income or expense is thereunder (including under Section 7.2.6) shall be made, and all financial ------------- statements required to be determined, delivered hereunder or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation thereunder shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made prepared in accordance with with, those generally accepted accounting principles ("GAAP; provided, however, that if ") in ---- existence on the date hereof. If any change changes in GAAP accounting principles from those applied used in the preparation of the financial statements referred to in Section 5.3 is occasioned by 6.5 ----------- hereafter occur as a result of the promulgation of rules, regulations, pronouncements and pronouncements, or opinions by the Financial Accounting Standards Board or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), and the initial announcement of which change is made after the date hereof, results application thereof result in a change in the method of calculation of financial covenants, standards standards, or terms found in Section 6this Agreement, the parties hereto Borrower and the Lenders agree to enter into good faith negotiations in order to amend such provisions financial covenants, standards, or terms so as to equitably reflect such changes with the desired result that the criteria for evaluating evaluations of the CompanyBorrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, furtherhowever, that until such time as the -------- ------- parties hereto agree upon have reached a definitive agreement on such amendments, such the Borrower's financial covenants, standards and terms condition shall continue to be construed and calculated evaluated (with respect to other than the audited financial statements) on the same principles as though no change had taken place. When those used herein, in the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement preparation of the Company shall be financial statements referred to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.in Section 6.5. -----------

Accounting and Financial Determinations. Where Except as provided to the character contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles, except that any calculation or amount of any asset or liability or item of income or expense determination which is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include shall be made for the Company and all its Subsidiaries, including those Subsidiaries, if any, in each such calculation and, to which are unconsolidated on the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with GAAP; provided, however, that if Company’s audited financial statements. If any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 5.1 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. When used herein, the term "“financial statement" ” shall include balance sheets, statements of earnings, statements of stockholders' ’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this AgreementAgreement or the Related Documents, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation andmade, to the extent applicable and except as otherwise specified in this AgreementAgreement or such Related Document, shall be made in accordance with GAAP; provided, however, that if any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 10.3 hereof is 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 Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereofClosing Date, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6Sections 1 or 11 hereof, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the CompanyConsolidated Entity's or any Borrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no such change had not taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, if any. All other terms contained in this Agreement (and each reference herein to a balance sheet or other financial statement which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the Company Uniform Commercial Code of the State of Illinois (the "UCC") to the extent the same are used or defined therein. All determinations of the book value of Inventory contemplated hereby shall be to a statement prepared at the lower of cost (on a consolidated and consolidating first-in, first-out basis, unless otherwise specified) or market.

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this AgreementAgreement or the Related Documents, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation andmade, to the extent applicable and except as otherwise specified in this AgreementAgreement or such Related Document, shall be made in accordance with GAAP; provided, however, that if any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 10.3 hereof is 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 Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereofClosing Date, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6Sections 1 or 11 hereof, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the CompanyBorrower's financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no such change had not taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, if any. All other terms contained in this Agreement (and each reference herein to a balance sheet or other financial statement which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the Company Uniform Commercial Code of the State of Illinois (the "Code") to the extent the same are used or defined therein. All determinations of the book value of Inventory contemplated hereby shall be to a statement prepared at the lower of cost (on a consolidated and consolidating first-in, first-out basis, unless otherwise specified) or market.

Accounting and Financial Determinations. Where the character Unless otherwise specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, all accounting determinations and computations hereunder or liability or item of income or expense is thereunder (including under Section 8.4) shall be made, and all financial statements required to be determineddelivered hereunder or thereunder shall be prepared in accordance with GAAP as in effect from time to time; provided that notwithstanding the foregoing, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding any other provision contained herein, all terms of an accounting or any accounting computation is required financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, for the purpose of this Agreement, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, without giving effect to the extent applicable and except re-characterization of leases that would have been characterized as otherwise specified in this Agreement, operating leases on the Effective Date as Capitalized Leases. In the event that any Accounting Change other than the foregoing shall be made in accordance with GAAP; provided, however, occur that if any change in GAAP from those applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6this Agreement, the parties hereto agree to Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such changes Accounting Changes with the desired result that the criteria for evaluating the Company's financial condition and performance of the Parent and its Subsidiaries shall be the same after such changes Accounting Changes as if such changes Accounting Changes had not been made; and provided, further, that until . Until such time as such an amendment shall have been executed and delivered by the parties hereto agree upon such amendmentsParent, such the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed and calculated as though no change if such Accounting Changes had taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specifiednot occurred.

Accounting and Financial Determinations. Where the character Unless otherwise specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, all accounting determinations and computations hereunder or liability or item of income or expense is thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be determined, delivered hereunder or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation thereunder shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made prepared in accordance with GAAP, as in effect from time to time; providedprovided that notwithstanding the foregoing, however, that if any change in GAAP from those applied in the preparation Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Section 5.3 is occasioned by herein shall be made, without giving effect to the promulgation re-characterization of rules, regulations, pronouncements and opinions by or required by leases that would have been characterized as operating leases on the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), Effective Date as Capitalized Leases. In the initial announcement of which change is made after the date hereof, event that any Accounting Change shall occur that results in a change in the method of calculation of financial covenants, standards or terms found in Section 6this Agreement, the parties hereto agree to Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such changes Accounting Changes with the desired result that the criteria for evaluating the Company's financial condition and performance of the Parent and its Subsidiaries shall be the same after such changes Accounting Changes as if such changes Accounting Changes had not been made; and provided, further, that until . Until such time as such an amendment shall have been executed and delivered by the parties hereto agree upon such amendmentsParent, such the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed and calculated as though no change if such Accounting Changes had taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specifiednot occurred.

Accounting and Financial Determinations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this AgreementAgreement or the Related Documents, such determination or calculation shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation andmade, to the extent applicable and except as otherwise specified in this AgreementAgreement or such Related Document, shall be made in accordance with GAAP; providedPROVIDED, howeverHOWEVER, that if any change in GAAP generally accepted accounting principles from those applied in the preparation of the financial statements referred to in Section 5.3 SECTION 10.3 is 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 Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereofClosing Date, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6SECTIONS 1 or 11, then the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the CompanyBorrower's financial condition shall be the same after such changes as if such changes had not been made; and providedPROVIDED, furtherFURTHER, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no such change had not taken place. When used herein, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, if any. All other terms contained in this Agreement (and each reference herein to a balance sheet or other financial statement which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the Company Uniform Commercial Code of the State of Illinois (the "UCC") to the extent the same are used or defined therein. All determinations of the book value of Inventory contemplated hereby shall be to a statement prepared at the lower of cost (on a consolidated and consolidating first-in, first-out basis, unless otherwise specified) or market.

Accounting and Financial Determinations. Where the character Unless otherwise specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, all accounting determinations and computations hereunder or liability or item of income or expense is thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be determined, delivered hereunder or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation thereunder shall be made on a consolidated basis so as to include the Company and its Subsidiaries, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made prepared in accordance with with, those generally accepted accounting principles ("GAAP; provided, however, that if any change in GAAP from those ") applied in the preparation of the most recently dated financial statements referred to in clause (a) of Section 5.3 is occasioned by 5.1.8. In the promulgation of rules, regulations, pronouncements event that any "Accounting Change" (as defined below) shall occur and opinions by or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which such change is made after the date hereof, results in a change in the method of calculation of financial covenants, standards or terms found in Section 6this Agreement, the parties hereto agree to Borrower and the Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such changes Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower's financial condition shall be the same after such changes Accounting Changes as if such changes Accounting Changes had not been made; and provided, further, that until . Until such time as such an amendment shall have been executed and delivered by the parties hereto agree upon such amendmentsBorrower, such the Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed and calculated as though no change if such Accounting Changes had taken placenot occurred. When used herein"Accounting Change" refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows Securities and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Company shall be to a statement prepared on a consolidated and consolidating basis, unless otherwise specified.Exchange Commission. ARTICLE II

Accounting and Financial Determinations. Where the character Unless otherwise specified, all accounting terms used herein or amount of in any asset other Loan Document shall be interpreted, all accounting determinations and computations hereunder or liability or item of income or expense is under any other Loan Document shall be made, and all financial statements required to be determined, delivered hereunder or under any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation other Loan Document shall be made on a consolidated basis so as to include the Company and its Subsidiariesprepared, if any, in each such calculation and, to the extent applicable and except as otherwise specified in this Agreement, shall be made in accordance with those generally accepted accounting principles ("GAAP; provided, however, that if any change in GAAP from those ") applied in the preparation of the financial statements referred to in Section 5.3 is occasioned by 6.5. If any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 6.5 hereafter occur as a result of the promulgation of rules, regulations, pronouncements and pronouncements, or opinions by the Financial Accounting Standards Board or required by the American Institute of Certified Public Accountants (or its boards or committees or successors thereto or agencies with similar functions), the initial announcement of which change is made after the date hereof, results ) and result in a change in the method of calculation of financial covenants, standards standards, or terms found in Section 6this Agreement, the parties hereto Borrowers, the Agent and the Required Lenders agree to enter into good faith negotiations in order to amend such provisions financial covenants, standards or terms so as to equitably reflect such changes with the desired result that the criteria for evaluating the Companyevaluations of Dura's and its Subsidiaries' financial condition shall be the same after such changes as if such changes had not been made; and provided, furtherhowever, that until such time as the parties hereto agree upon have reached a definitive agreement on such amendments, such Dura's and its Subsidiaries' financial covenants, standards and terms condition shall continue to be construed and calculated evaluated on the same principles as though no change had taken place. When those used herein, in the term "financial statement" shall include balance sheets, statements of earnings, statements of stockholders' equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement preparation of the Company shall be financial statements referred to a statement prepared on a consolidated and consolidating basis, unless otherwise specifiedin Section 6.5 prior to such change in accounting principles.