Common use of Accounting Principles; Changes in GAAP Clause in Contracts

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time to time. Notwithstanding the foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan 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 that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the financial statements required under this Agreement or as reasonably requested hereunder, a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such changes in GAAP described in the foregoing clauses (a) or (b).

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)) as in effect from time to time, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time to time, in each case applied on a basis consistent. Notwithstanding the foregoing, (a) if If at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan 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 that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (cB) the Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such changes change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Statements of the Borrower for all purposes of this Agreement, notwithstanding any change in GAAP described in relating thereto, unless the foregoing clauses (a) or (b)parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time on the Closing Date applied on a basis consistent with those used in preparing the Statements referred to timein Section 6.01(dd). Notwithstanding the foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Transaction 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 that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, this Section 1.03 and any changes in GAAP described in or other accounting principles contemplated by this Section shall not affect or modify any computation or determination of the foregoing clauses (a) Days’ Sales Outstanding, Default Ratio, Delinquency Ratio, Dilution Ratio, Total Reserves or (b)any input to, or component of, any of the foregoing.

Accounting Principles; Changes in GAAP. Except as otherwise expressly provided in this Agreementherein, all computations and determinations as to terms of an accounting or financial matters and all financial statements to be delivered pursuant to this Agreement nature shall be made and prepared construed in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time to timeGAAP. Notwithstanding the foregoing, (a) if If at any time any change in GAAP or in the application of GAAP would affect the computation or determination of any financial ratio ratio, covenant or requirement set forth in any Loan 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 ratio, covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Borrower and the Required Lenders); provided that, until so amended, (i) such ratio ratio, covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using at the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30Administrative Agent’s request, 2019 and (c) the Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio ratio, covenant or requirement made before and after giving effect to such changes change in GAAP. Notwithstanding the foregoing, any lease that was treated as an operating lease under GAAP at the time it was entered into and that later becomes a Capital Lease (or is treated for accounting purposes in a manner substantially similar to that of a Capital Lease) as a result of the change in GAAP described in that occurs upon a conversion to International Financial Reporting Standards during the foregoing clauses (a) or (b)life of such lease, including any renewals, shall be treated as an operating lease for all purposes under this Agreement.

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time on the Closing Date applied on a basis consistent with those used in preparing the Statements referred to timein Section 6.01(ee). Notwithstanding the foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Transaction Document, and either the Borrower Seller or the Required Lenders Purchasers shall so request, the Administrative Agent, the Lenders Purchasers and the Borrower Seller 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 LendersPurchasers); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower Seller shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Purchasers financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, this Section 1.03 and any changes in GAAP described or other accounting principles contemplated by this Section shall not affect or modify any computation or determination of the Days’ Sales Outstanding, Default Ratio, Delinquency Ratio, Dilution Ratio, Total Reserves or any input to, or component of, any of the foregoing. All terms used in Article 9 of the UCC in the foregoing clauses (a) State of New York and not specifically defined herein, are used herein as defined in such Article 9. All terms used in the PPSA in the Province of Ontario in relation to the Canadian Guarantor or (b)the Canadian Receivables or any Related Security with respect thereto, and not specifically defined herein, are used herein as defined in such PPSA.

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time on the Closing Date applied on a basis consistent with those used in preparing the Statements referred to timein Section 6.01(ee). Notwithstanding the foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Transaction Document, and either the Borrower Seller or the Required Lenders Purchasers shall so request, the Administrative Agent, the Lenders Purchasers and the Borrower Seller 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 LendersPurchasers); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower Seller shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Purchasers financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, this Section 1.03 and any changes in GAAP described in or other accounting principles contemplated by this Section shall not affect or modify any computation or determination of the foregoing clauses (a) Days’ Sales Outstanding, Default Ratio, Delinquency Ratio, Dilution Ratio, Total Reserves or (b).any input to, or component of, any of the foregoing. SECTION 1.04

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time on the Closing Date applied on a basis consistent with those used in preparing the Statements referred to timein Section 6.6(a) [Historical Statements]. Notwithstanding the foregoing, (a) if at any time any change in GAAP or in (including the application adoption of GAAP IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the OP Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the OP 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 that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the OP Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such changes change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Statements referred to in Section 6.6(a) [Historical Statements] for all purposes of this Agreement, notwithstanding any change in GAAP described in relating thereto, unless the foregoing clauses (a) or (b)parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time on the Closing Date applied on a basis consistent with those used in preparing the Statements referred to timein Section 6.6(a) [Historical Statements]. Notwithstanding the foregoing, (a) if at any time any change in GAAP or in (including the application adoption of GAAP IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan 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 that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such changes change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Statements referred to in Section 6.6(a) [Historical Statements] for all purposes of NAI-0000000000v16 this Agreement, notwithstanding any change in GAAP described in relating thereto, unless the foregoing clauses (a) or (b)parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time to time. Notwithstanding the foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Lender 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)GAAP; provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower shall provide to the Administrative Agent and the LendersLender, concurrently with the delivery of the financial statements required under this Agreement or as reasonably requested hereunder, a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such changes in GAAP described in the foregoing clauses (a) or (b).

Accounting Principles; Changes in GAAP. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP as in effect from time on the Closing Date applied on a basis consistent with those used in preparing the Statements referred to timein Section 6.01(ee). Notwithstanding the foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Transaction Document, and either the Borrower Seller or the Required Lenders Purchasers shall so request, the Administrative Agent, the Lenders Purchasers and the Borrower Seller 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 LendersPurchasers); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) each financial ratio or requirement set forth in any Loan Document shall be computed (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for the recognition of investment tax credits for solar generation projects used by the Borrower in the fiscal year ending September 30, 2019 and (c) the Borrower Seller shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of the Purchasers financial statements and other documents required under this Agreement or as reasonably requested hereunder, hereunder setting forth a reconciliation between calculations of any such financial ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, this Section 1.03 and any changes in GAAP described or other accounting principles contemplated by this Section shall not affect or modify any computation or determination of the Days’ Sales Outstanding, Default Ratio, Delinquency Ratio, Dilution Ratio, Total Reserves or any input to, or component of, any of the foregoing. Notwithstanding anything to the contrary in this Agreement and/or any other Transaction Document, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement and the other Transaction Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as capital or finance leases in the foregoing clauses (a) or (b)financial statements.