Common use of Accounting Terms and Principles Clause in Contracts

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Agent agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes in GAAP. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) Holdings shall be given effect for purposes of measuring compliance with any provision of this Agreement Article V or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder VI unless the Borrower Borrower, Agent and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAPGAAP and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein in Article V and in the other Loan Documents Article VI shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of any Loan Credit Party or any Subsidiary of any Credit Party at “fair value,.” For purposes of determining pro forma compliance with any financial covenant in connection with any “incurrence” test as defined thereinof any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or Cash Equivalents included in the determination of such leverage ratio.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) Borrowers shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder Article V unless the Borrower Borrowers and the Term Agent agree to modify such provisions to reflect such changes in GAAPGAAP (and the Borrowers and the Term Agent agree to negotiate in good faith with respect thereto) and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding anything other provision contained herein, to the extent any change, adjustment, reversal or the like that would result in any obligation that, under GAAP as in effect on the date hereof would not be classified and accounted for as a Capital Lease, becoming classified and accounted for as a Capital Lease, such change shall be disregarded for purposes of determining “GAAP” under this Agreement. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents Article V shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party Borrower or any Subsidiary of any Borrower at “fair value,” as defined therein.”

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) Borrowers shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder Article V unless the Borrower Borrowers and the Term Agent agree to modify such provisions to reflect such changes in GAAPGAAP (and the Borrowers and the Term Agent agree to negotiate in good faith with respect thereto) and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding anything other provision contained herein, to the extent any change, adjustment, reversal or the like that would result in any obligation that, under GAAP as in effect on the Closing Date would not be classified and accounted for as a Capital Lease, becoming classified and accounted for as a Capital Lease, such change shall be disregarded for purposes of determining “GAAP” under this Agreement. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents Article V shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party Borrower or any Subsidiary of any Borrower at “fair value,” as defined therein.”

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower any Loan Party or any of its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder hereunder, unless the Borrower and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Facility Document, all terms of an accounting or financial nature used herein and in the other Loan Facility Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Facility Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) to value any Indebtedness Debt or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) Holdings shall be given effect for purposes of measuring compliance with any provision of this Agreement Article V or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder VI unless the Borrower Issuer and the Agent Required Purchasers agree to modify such provisions to reflect such changes in GAAPGAAP and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein in Article V and in the other Loan Documents Article VI shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of any Loan Credit Party or any Subsidiary of any Credit Party at “fair value,.” For purposes of determining pro forma compliance with any financial covenant in connection with any “incurrence” test as defined thereinof any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or Cash Equivalents included in the determination of such leverage ratio.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein. A breach of any financial covenant set forth in Section 5.1(v) shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Lender.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAPIFRS. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower any Loan Party or any of its Subsidiaries (including, with respect to GAAPIFRS, any change in GAAP IFRS that would require leases that would be classified as operating leases under GAAP IFRS on the Agreement Closing Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAPIFRS, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAPIFRS. Notwithstanding any other provision contained herein or in any other Loan Facility Document, all terms of an accounting or financial nature used herein and in the other Loan Facility Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Facility Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) IFRS to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value,” ”, as defined therein. A breach of a financial covenant contained in Section 7.16 shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements evidencing such breach are delivered to Agent or any Lender.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower Borrower, Agent and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein. A breach of a financial covenant contained in Section 5.1(v) shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent or any Lender.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower any Loan Party or any of its Subsidiaries (including, with respect to GAAP, including any change in GAAP after December 14, 2018 that would require leases that would be classified as operating leases under GAAP on the Agreement Date December 14, 2018 to be reclassified classified as Capital Leasescapital leases or otherwise reflected as Debt on the Borrower’s consolidated balance sheet) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Facility Document, all terms of an accounting or financial nature used herein and in the other Loan Facility Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Facility Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) to value any Indebtedness Debt or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement Article V or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder VI unless the Borrower Borrower, Agent and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAPGAAP and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. For purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or a capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein in Article V and in the other Loan Documents VI shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Credit Party or any Subsidiary of any Credit Party at “fair value,.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as defined thereinof any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower Borrower, the Agent and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-825 10) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower Borrowers or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) Guarantors shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder Article V unless the Borrower Borrowers and the Agent Lender agree to modify such provisions to reflect such changes in GAAPGAAP and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein 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 audited financial statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents Article V shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party Borrower or any Subsidiary of such Borrower at “fair value,.” For purposes hereof, Indebtedness shall not include any leases on the balance sheet defined as defined thereinOperating Lease Liabilities under FASB ASU 2016-02.

Accounting Terms and Principles. All accounting determinations terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shallto this Loan Agreement after the Initial Accounting Termination Date shall be prepared in conformity with, unless expressly GAAP, consistently applied, except as otherwise provided specifically prescribed herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower Holdings or any of its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement Article IX, including Section 9.13, or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder in this Loan Agreement unless the Borrower and the Administrative Agent agree in writing to modify such provisions to reflect such changes in GAAPGAAP and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and or in the any other Loan Documents Document (including any Compliance Certificate) shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents Article IX shall be made, without giving effect to (i) any election under Statement Accounting Standards Codification 825-10 or (ii) Accounting Standards Codifications 470-20 or 835-30 (or, in the case of clauses (i) and (ii), any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) Standard having a result or effect similar to any such standard), to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value,” or any other standard that does not reflect 100% of the outstanding principal amount thereof without deducting any debt issuance costs. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as defined thereinof any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, any lease treated as an operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capital Lease in accordance with any change in GAAP.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on the Agreement Date to be reclassified as Capital Leases) Holdings shall be given effect for purposes of measuring compliance with any provision of this Agreement Article V or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder VI unless the Borrower Issuer and the Agent Required Purchasers agree to modify such provisions to reflect such changes in GAAPGAAP and, and unless such provisions are modified, all financial statements statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Documentherein, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein in Article V and in the other Loan Documents Article VI shall be made, without giving effect to any election under Statement of Accounting Standards Codification 825-10 (or any other Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of any Loan Credit Party or any Subsidiary of any Credit Party at “fair Table of Contents value,.” For purposes of determining pro forma compliance with any financial covenant in connection with any “incurrence” test as defined thereinof any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or Cash Equivalents included in the determination of such leverage ratio.

Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower or its Subsidiaries (including, with respect to GAAP, any change in GAAP that would require leases that would be classified as operating leases under GAAP on as of the Prior Agreement Date to be reclassified as Capital Leases) shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower Borrower, the Agent and the Agent Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such changes change in GAAP. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-825 10) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value,” as defined therein.