Common use of Accounting Terms; GAAP and SAP Clause in Contracts

Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, in each case as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP, as applicable, or in the application thereof, then the parties hereto shall negotiate in good faith to amend such provision in order to preserve the original intent thereof and until then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective (during which time the Borrower shall provide reconciliation statements together with its financial statements to the extent applicable) until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or (ii) any changes in accounting for leases pursuant to SAP or GAAP (including from the implementation of proposed Accounting Standards Update Leases (Topic 840) issued August 17, 2010, or any successor or related proposal); provided that following the occurrence of any changes described in clause (ii) above, to the extent applicable, the Borrower shall deliver to the Administrative Agent, together with each certificate delivered pursuant to Section 5.12 hereof, a schedule describing the effect of clause (ii) on the leases of the Borrower and its Subsidiaries.

Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, in each case as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP, as applicable, or in the application thereof, then the parties hereto shall negotiate in good faith to amend such provision in order to preserve the original intent thereof and until then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective (during which time the Borrower shall provide reconciliation statements together with its financial statements to the extent applicable) until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 giving effect to (i) any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or (ii) without giving effect to any changes treatment of Indebtedness in accounting for leases pursuant to SAP or GAAP (including from the implementation respect of proposed convertible debt instruments under Accounting Standards Update Leases Codification 470-20 (Topic 840) issued August 17, 2010, or any successor other Accounting Standards Codification or related proposal); provided that following the occurrence of update having a similar result or effect) to value any changes such Indebtedness in a reduced or bifurcated manner as described in clause such provision, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iiiii) above, in a manner such that any obligations relating to the extent applicable, the Borrower shall deliver to the Administrative Agent, together with each certificate delivered pursuant to Section 5.12 hereof, a schedule describing the effect of clause (ii) on the leases lease that was accounted for by a Person as an operating lease as of the Borrower Effective Date and its Subsidiariesany similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capitalized Lease.

Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, in each case as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, or in the application thereof, then the parties hereto shall negotiate in good faith to amend such provision in order to preserve the original intent thereof and until then such provision shall be interpreted on the basis of GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, as in effect and applied immediately before such change shall have become effective (during which time the Borrower shall provide reconciliation statements together with its financial statements to the extent applicable) until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 giving effect to (i) any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or (ii) without giving effect to any changes treatment of Indebtedness in accounting for leases pursuant to SAP or GAAP (including from the implementation respect of proposed convertible debt instruments under Accounting Standards Update Leases Codification 470-20 (Topic 840) issued August 17, 2010, or any successor other Accounting Standards Codification or related proposal); provided that following the occurrence of update having a similar result or effect) to value any changes such Indebtedness in a reduced or bifurcated manner as described in clause such provision, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iiiii) above, in a manner such that any obligations relating to the extent applicable, the Borrower shall deliver to the Administrative Agent, together with each certificate delivered pursuant to Section 5.12 hereof, a schedule describing the effect of clause (ii) on the leases lease that was accounted for by a Person as an operating lease as of the Borrower Effective Date and its Subsidiariesany similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as obligations relating to a capitalized lease.

Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, in each case as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP, as applicable, or in the application thereof, then the parties hereto shall negotiate in good faith to amend such provision in order to preserve the original intent thereof and until then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective (during which time the Borrower shall provide reconciliation statements together with its financial statements to the extent applicable) until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 without giving effect to (i) any election under Accounting Standards Codification 000825-00-00 (or xx any other Accounting Standards Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or (ii) any changes in accounting for leases pursuant to SAP or GAAP (including from the implementation of proposed Accounting Standards Update Leases (Topic 840) issued August 17, 2010, or any successor or related proposal); provided that following the occurrence of any changes described in clause (ii) above, to the extent applicable, the Borrower shall deliver to the Administrative Agent, together with each certificate delivered pursuant to Section 5.12 hereof, a schedule describing the effect of clause (ii) on the leases of the Borrower and its Subsidiaries.

Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, in each case as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP, as applicable, or in the application thereof, then the parties hereto shall negotiate in good faith to amend such provision in order to preserve the original intent thereof and until then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective (during which time the Borrower shall provide reconciliation statements together with its financial statements to the extent applicable) until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 825 (or any other Financial Accounting Standards Codification or update Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or therein and (ii) any changes treatment of Indebtedness in accounting for leases pursuant to SAP or GAAP (including from the implementation respect of proposed convertible debt instruments under Accounting Standards Update Leases Codification 470-20 (Topic 840) issued August 17, 2010, or any successor other Accounting Standards Codification or related proposal); provided that following Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the occurrence of any changes described in clause (ii) above, to the extent applicable, the Borrower shall deliver to the Administrative Agent, together with each certificate delivered pursuant to Section 5.12 hereof, a schedule describing the effect of clause (ii) on the leases of the Borrower and its Subsidiariesfull stated principal amount thereof.

Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, in each case as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, or in the application thereof, then the parties hereto shall negotiate in good faith to amend such provision in order to preserve the original intent thereof and until then such provision shall be interpreted on the basis of GAAP GAAP, SAP or SAPthe NAIC Rules, as applicable, as in effect and applied immediately before such change shall have become effective (during which time the Borrower shall provide reconciliation statements together with its financial statements to the extent applicable) until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 giving effect to (i) any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, or (ii) without giving effect to any changes treatment of Indebtedness in accounting for leases pursuant to SAP or GAAP (including from the implementation respect of proposed convertible debt instruments under Accounting Standards Update Leases Codification 470-20 (Topic 840) issued August 17, 2010, or any successor other Accounting Standards Codification or related proposal); provided that following the occurrence of update having a similar result or effect) to value any changes such Indebtedness in a reduced or bifurcated manner as described in clause such provision, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iiiii) above, in a manner such that any obligations relating to the extent applicable, the Borrower shall deliver to the Administrative Agent, together with each certificate delivered pursuant to Section 5.12 hereof, a schedule describing the effect of clause (ii) on the leases lease that was accounted for by a Person as an operating lease as of the Borrower Effective Date and its Subsidiaries.any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capitalized Lease. ARTICLE II