Common use of Accounting Terms; Change in GAAP Clause in Contracts

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments; Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Constituent Companies or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, GAAP and (2) all balance sheets and other financial statements with respect thereto shall be prepared in accordance with GAAP. Except as otherwise specifically provided herein, any consolidated financial statement or financial computation shall be done in accordance with GAAP; and, if at the time that any such statement or computation is required to be made the Company shall not have any Subsidiary, such terms shall mean a financial statement or a financial computation, as the case may be, with respect to the Company only. (b) For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Standards Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (bc) If at the Company shall notify the holders of Notes that the Company wishes to amend any time covenant in Section 10 to eliminate the effect of any change in GAAP would affect on the computation operation of any financial ratio such covenant (or requirement set forth in this Agreementif the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose), then the Company and the Constituent Companies or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies shall negotiate in good faith to amend make such ratio or requirement adjustments as shall be necessary to preserve eliminate the original intent thereof in light effect of such change in GAAP (subject to the approval of the Required Holders)on such covenant; provided that, until so amendedagreement is reached on such adjustments, (1) the Company’s compliance with such ratio covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue such covenant is amended in a manner satisfactory to be computed in accordance with GAAP prior to such change thereinthe Company and the Majority Holders, and (2) the Constituent Companies Company shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation between showing calculations of with respect to such ratio or requirement made covenant before and after giving effect to such change in GAAP.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, GAAP and (2) all balance sheets and other financial statements with respect thereto shall be prepared in accordance with GAAP. Except as otherwise specifically provided herein, any consolidated financial statement or financial computation shall be done in accordance with GAAP; and, if at the time that any such statement or computation is required to be made the Company shall not have any Subsidiary, such terms shall mean a financial statement or a financial computation, as the case may be, with respect to the Company only. (b) For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Standards Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (bc) If the Company shall notify the holders of Notes (and, during the period from and after the First Closing Date through the Second Closing Date, the Purchasers of Notes to be issued and sold at the Second Closing) that the Company wishes to amend any time covenant in Section 10 to eliminate the effect of any change in GAAP would affect on the computation operation of any financial ratio such covenant (or requirement set forth in this Agreementif the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose), then the Company and the Constituent Companies or the Required Holders shall so request, representatives of the holders of the Notes designated by (and, during the Required Holders period from and after the First Closing Date through the Second Closing Date, the Purchasers of Notes to be issued and sold at such time and the Constituent Companies Second Closing) shall negotiate in good faith to amend make such ratio or requirement adjustments as shall be necessary to preserve eliminate the original intent thereof in light effect of such change in GAAP (subject to the approval of the Required Holders)on such covenant; provided that, until so amendedagreement is reached on such adjustments, (1) the Company’s compliance with such ratio covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue such covenant is amended in a manner satisfactory to be computed in accordance with GAAP prior to such change thereinthe Company and the Majority Holders, and (2) the Constituent Companies Company shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation between showing calculations of with respect to such ratio or requirement made covenant before and after giving effect to such change in GAAP.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”)Agreement, any election by the Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – — Fair Value Option, International Accounting Standard 39 – Financial Instruments; Recognition and Measurement Option or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Constituent Companies or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – - Fair Value Option, International Accounting Standard 39 – - Financial Instruments; Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Constituent Companies or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – - Fair Value Option, International Accounting Standard 39 – 39-Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Constituent Companies Company or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies Company 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies Company shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Standards Codification Topic No. 000825-00-00 – Fair Xair Value Option, International Accounting Standard 39 – Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time after the date of this Agreement (i) any change shall occur in generally accepted accounting principles in effect on the date of this Agreement (a “GAAP would affect Change”) which results in a change in any computation or definition used in calculating compliance by the computation Company with any covenant in Section 10 and which, in the good faith judgment of any the chief financial ratio officer of the Company has had or requirement set forth in this Agreement, may have a material effect on the ability of the Company to comply with one or more such covenants (the “Affected Covenants”) and the Constituent Companies or the Required Holders shall so request, representatives of (ii) the holders of the Notes designated by shall receive within 90 days after the Required Holders at effective date of such time GAAP Change (the “Effective Date”) a written notice from the Company (A) describing the GAAP Change and (B) setting forth in reasonable detail (including detailed calculations) why the Constituent Companies shall negotiate in GAAP Change has had or may have a material effect on the ability of the Company to comply with the Affected Covenants and confirming the 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 judgment of the Required Holders); provided thatchief financial officer of the Company with respect thereto, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under agree upon receipt of such notice to enter into good faith negotiations with the Company for an amendment to this Agreement or of the Affected Covenants so as reasonably requested hereunder setting forth to place the parties, insofar as possible, in the same relative position as if the GAAP Change had not occurred. If notice of a reconciliation between calculations GAAP Change has been given, then, during the period from the Effective Date of the GAAP Change until the effective date of an amendment to this Agreement with respect thereto, the Company shall calculate compliance with the Affected Covenants as though such GAAP Change had not occurred and if no such amendment to this Agreement shall become effective within one year from the Effective Date of such ratio or requirement made before and after giving effect GAAP Change, the Company shall continue to calculate compliance with the Affected Covenants as though such change in GAAPGAAP Change had not occurred.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Standards Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time after the date of this Agreement (i) any change shall occur in generally accepted accounting principles in effect on the date of this Agreement (a “GAAP would affect Change”) which results in a change in any computation or definition used in calculating compliance by the computation Company with any covenant in Section 10 and which, in the good faith judgment of any the chief financial ratio officer of the Company has had or requirement set forth in this Agreement, may have a material effect on the ability of the Company to comply with one or more such covenants (the “Affected Covenants”) and the Constituent Companies or the Required Holders shall so request, representatives of (ii) the holders of the Notes designated by shall receive within 90 days after the Required Holders at effective date of such time GAAP Change (the “Effective Date”) a written notice from the Company (A) describing the GAAP Change and (B) setting forth in reasonable detail (including detailed calculations) why the Constituent Companies shall negotiate in GAAP Change has had or may have a material effect on the ability of the Company to comply with the Affected Covenants and confirming the 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 judgment of the Required Holders); provided thatchief financial officer of the Company with respect thereto, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under agree upon receipt of such notice to enter into good faith negotiations with the Company for an amendment to this Agreement or of the Affected Covenants so as reasonably requested hereunder setting forth to place the parties, insofar as possible, in the same relative position as if the GAAP Change had not occurred. If notice of a reconciliation between calculations GAAP Change has been given, then, during the period from the Effective Date of the GAAP Change until the effective date of an amendment to this Agreement with respect thereto, the Company shall calculate compliance with the Affected Covenants as though such GAAP Change had not occurred and if no such amendment to this Agreement shall become effective within one year from the Effective Date of such ratio or requirement made before and after giving effect GAAP Change, the Company shall continue to calculate compliance with the Affected Covenants as though such change in GAAPGAAP Change had not occurred.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”)Agreement, any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments; Recognition and Measurement Option or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Constituent Companies Company or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies Company 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies Company shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), (x) any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – - Fair Value Option, International Accounting Standard 39 – 39-Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been mademade and (y) the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of ASU No. 2016-02, Leases (Topic 842). (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Constituent Companies Company or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies Company 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies Company shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.

Accounting Terms; Change in GAAP. (a) All Except as otherwise expressly provided herein, all terms of an accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them or financial nature shall be construed in accordance with GAAP. Except as otherwise specifically ; provided hereinthat, if the Borrower notifies the Agent that the Borrower requests to eliminate the effect of any change in GAAP occurring after the date hereof or to eliminate the application of such change on the operation of such provision (1) all computations made pursuant or if the Agent notifies the Borrower that the Majority Banks request an amendment to this Agreement any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application of such change, then such provision shall be made interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAPherewith. For purposes of determining compliance with any provision of this Agreement, the covenants set out determination of whether a lease is to be treated as an operating lease or Capital Lease shall be made without giving effect to any change in this Agreement accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (includingASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal. 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 herein shall be made (i) without limitation, Section 9, Section 10 and the definition of “Indebtedness”), giving effect to any election by the Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial under Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – Fair Value Option, International (or any other Accounting Standards Codification or Financial Accounting Standard 39 – Financial Instruments; Recognition and Measurement having a similar result or effect) to value any Debt or other liabilities of the Borrower or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Constituent Companies or the Required Holders shall so request, representatives Subsidiary of the holders Borrower at “fair value”, as defined therein and (ii) without giving effect to any treatment of the Notes designated by the Required Holders at Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such time and the Constituent Companies shall negotiate Debt in good faith to amend such ratio a reduced or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change bifurcated manner as described therein, and (2) such Debt shall at all times be valued at the Constituent Companies shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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 GAAPfull stated principal amount thereof.

Accounting Terms; Change in GAAP. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (2) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with the covenants set out in this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Parent Guarantor Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standard Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – 39-Financial Instruments; : Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Constituent Companies Company or the Required Holders shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Constituent Companies Company 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 Holders); provided that, until so amended, (1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (2) the Constituent Companies Company shall provide to the holders of the Notes that are Institutional Investors financial statements and other documents required under this 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.