Accounting Terms; GAAP; Pro Forma Calculations. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, 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 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 in the application thereof, then such provision shall be 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as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.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 any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company, the Borrower or any Subsidiary at “fair value”, as defined therein. If one or more of the Borrower, its Subsidiaries or any Investment Affiliate (i) acquires (including, without limitation, by merger or consolidation or another combination with any Person) any Real Estate Asset having a fair market value in excess of $25,000,000 or (ii) sells, transfers or disposes of any Real Estate Asset having a fair market value equal or greater than $25,000,000 (including as a result of the sale of the Equity Interests of any such Person or a division or line of business of such Person), then for purposes of calculating compliance with the covenants contained in Section 6.12, and otherwise for purposes of calculating or determining the Leverage Ratio, Secured Indebtedness, Total Asset Value, Recourse Secured Indebtedness, Consolidated Fixed Charges, Consolidated Tangible Net Worth, Unencumbered Adjusted Net Operating Income, Unsecured Interest Expense, Unencumbered Properties and Unencumbered Asset Value, such calculations and determinations shall be made on a Pro Forma Basis.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies Agents that the Borrower wishes to amend any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if any 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 in the application thereof, then the Borrower’s (and the Guarantor’s, as applicable) compliance with such provision shall be determined 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 herewith.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, and subject to the provisions of this Section 1.3, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.
(b) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated in accordance with the definition of “Pro Forma Basis” with respect to any event described in such definition.
(c) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated as follows: (i) for the four (4) consecutive Fiscal Quarters ending on March 31, 2014, the relevant amount for such period shall equal such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 multiplied by 4, (ii) for the four (4) consecutive Fiscal Quarters ending on June 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) such amount for the Fiscal Quarter ending June 30, 2014, multiplied by 2, (iii) for the four (4) consecutive Fiscal Quarters ending on September 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014 and September 30, 2014, multiplied by 4/3, (iv) for the four (4) consecutive Fiscal Quarters ending on December 31, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014, September 30, 2014 and December 31, 2014 and (v) for each of the four (4) consecutive Fiscal Quarters ending thereafter, the sum of such amounts for the four (4) consecutive Fiscal Quarters ending on such date.
(d) If either the Parent Borrower or the Required Lenders not...
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that if the US Borrower notifies the Administrative Agent that the US Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the US 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 in the application thereof, then such provision shall be 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 herewith.
(b) All pro forma computations required to be made hereunder giving effect to any acquisition, investment, sale, disposition, merger, incurrence of Indebtedness or similar event (including, as applicable, the application of the proceeds therefrom) shall reflect on a pro forma basis such event assuming that such event had occurred at the beginning of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and, to the extent applicable and permitted under Regulation S-X promulgated under the Securities Act of 1933, as amended, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness, and any projected synergies or similar benefits expected to be realized as a result of such event.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the 23
(b) All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.07(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP.
(b) All pro forma computations required to be made hereunder giving effect to any acquisition, investment, sale, disposition, merger or similar event shall reflect on a pro forma basis such event and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Exceptasotherwiseexpressly provided herein, all terms of an accounting or financial nature shall be construed in accordancewithGAAP,asineffectfromtimetotime;provided that,iftheCompanynotifiestheAdministrativeAgentthattheCompanyrequestsanamendmenttoanyprovisionhereoftoeliminatetheeffectofanychangeoccurringafterthedatehereofinGAAPorintheapplicationthereofontheoperationofsuchprovision(oriftheAdministrativeAgentnotifiestheCompanythattheRequiredLendersrequestanamendmenttoanyprovisionhereofforsuchpurpose),regardlessofwhetheranysuchnoticeisgivenbeforeoraftersuchchangeinGAAPorintheapplicationthereof,thensuchprovisionshallbeinterpretedonthebasisofGAAPasineffectandappliedimmediatelybeforesuchchangeshallhavebecomeeffectiveuntilsuchnoticeshallhavebeenwithdrawnorsuchprovisionamendedinaccordanceherewith.Notwithstandinganyotherprovisioncontainedherein,alltermsofanaccountingorfinancialnatureusedhereinshallbeconstrued,andallcomputationsofamountsandratiosreferredtohereinshallbemade(i)withoutgivingeffecttoanyelectionunderAccountingStandardsCodification825-10-25(orany other Accounting Standards Codification or Financial Accounting Standard having a similar result oreffect)tovalueanyIndebtednessorotherliabilitiesoftheCompanyoranySubsidiaryat“fairvalue”,asdefinedthereinand(ii)withoutgivingeffecttoanytreatmentofIndebtednessinrespectofconvertibledebtinstrumentsunderAccountingStandardsCodification470-20(oranyotherAccountingStandardsCodificationorFinancialAccountingStandardhavingasimilarresultoreffect)tovalueanysuchIndebtednessinareducedorbifurcatedmannerasdescribedtherein,andsuchIndebtednessshallatalltimes be valued at the full stated principal amount thereof.(b) Allproformacomputationsrequiredtobemadehereundergivingeffecttoanyacquisitionordisposition,orissuance,incurrenceorassumptionofIndebtedness,orothertransactionshallineachcasebecalculatedgivingproformaeffectthereto(and,inthecaseofanyproformacomputationmadehereundertodeterminewhethersuchacquisitionordisposition,orissuance,incurrenceorassumptionofIndebtedness,orothertransactionispermittedtobeconsummatedhereunder,toanyothersuchtransactionconsummatedsincethefirstdayoftheperiodcoveredbyanycomponentofsuchproformacomputationandonorpriortothedateofsuchcomputation)asifsuchtransactionhadoccurredonthefirstdayoftheperiodoffourconsecutivefiscalquartersendingwiththemostrecentfiscalquarterforwhichfinancialstatementsshallhavebeendeliveredpursuanttoSection5.01(a)or5.01(b)(or,priortothedeliveryofanysuchfinancialstatements,endingwiththelast...
Accounting Terms; GAAP; Pro Forma Calculations. 19 SECTION 1.05. Determinations Made in Good Faith 20 SECTION 2.01. Commitments 20 SECTION 2.02. Loans and Borrowings 20 SECTION 2.03. Requests for Borrowings 21 SECTION 2.04. Funding of Borrowings 22 SECTION 2.05. Interest Elections 22 SECTION 2.06. Termination and Reduction of Commitments 24 SECTION 2.07. Repayment of Loans; Evidence of Debt 25 SECTION 2.08. Prepayment of Loans 25 SECTION 2.09. Fees 26 SECTION 2.10. Interest 27 SECTION 2.11. Alternate Rate of Interest 27 SECTION 2.12. Increased Costs 28 SECTION 2.13. Break Funding Payments 29 SECTION 2.14. Taxes 30
Accounting Terms; GAAP; Pro Forma Calculations. 29 SECTION 1.05 Status of Obligations 30 SECTION 1.06 Divisions 31 SECTION 1.07 USD LIBOR Phase Out Disclosure 31 SECTION 2.01 Revolving Loan Commitments 31 SECTION 2.02 Loans and Borrowings 32 SECTION 2.03 Requests for Borrowings 32 SECTION 2.04 Reserved 33 SECTION 2.05 Reserved 33 SECTION 2.06 Letters of Credit 33 SECTION 2.07 Funding of Borrowings 38 SECTION 2.08 Interest Elections 38 SECTION 2.09 Termination and Reduction of Revolving Loan Commitments 40 SECTION 2.10 Repayment of Loans; Evidence of Debt 40 SECTION 2.11 Optional Prepayment of Loans. 41 SECTION 2.12 Mandatory Prepayments. 41 SECTION 2.13 Fees 42 SECTION 2.14 Interest 43 SECTION 2.15 Alternate Rate of Interest; Effect of Benchmark Transition Event. 44 SECTION 2.16 Increased Costs; Illegality 50 SECTION 2.17 Break Funding Payments 52 SECTION 2.18 Taxes 52
