Common use of Changes in GAAP or SAP Clause in Contracts

Changes in GAAP or SAP. If at any time any change in GAAP or SAP, as the case may be, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as the case may be, (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or SAP, as the case may be, prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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 or SAP, as the case may be. Notwithstanding the foregoing, for purposes of financial covenant calculations under Section 7.11, Indebtedness (including Subordinated Debt accorded equity treatment) shall be calculated without giving effect to The Financial Accounting Standards Board Accounting Standards Codification 825.

Changes in GAAP or SAP. If at any time any change in GAAP or SAP, as the case may be, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as the case may be, (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or SAP, as the case may be, prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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 or SAP, as the case may be. Notwithstanding the foregoing, for purposes of financial covenant calculations under Section 7.117.07, Indebtedness (including Subordinated Debt accorded equity treatment) shall be calculated without giving effect deemed to be carried at 100% of the outstanding principal amount thereof and the effects of The Financial Accounting Standards Board Accounting Standards Codification 825.825 shall be disregarded. 1.04

Changes in GAAP or SAP. If at any time any change in GAAP or SAP, as the case may beapplicable, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as the case may be, applicable (subject to the approval of the Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP or SAP, as the case may beapplicable, prior to such change therein and (iiB) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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 or SAP, as the case may beapplicable. Notwithstanding 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 or Statutory Statements for the fiscal year ended December 31, 2011 for all purposes of financial covenant calculations under Section 7.11this Agreement, Indebtedness (including Subordinated Debt accorded equity treatment) notwithstanding any change in GAAP or SAP, as applicable, relating thereto, unless the parties hereto shall be calculated without giving effect to The Financial Accounting Standards Board Accounting Standards Codification 825enter into a mutually acceptable amendment addressing such changes, as provided for above.

Changes in GAAP or SAP. If at any time any change in GAAP or SAP, as the case may beapplicable, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as the case may be, applicable (subject to the approval of the Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP or SAP, as the case may beapplicable, prior to such change therein and (iiB) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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 or SAP, as the case may beapplicable. Notwithstanding 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 or Statutory Statements for the fiscal year ended December 31, 2012 for all purposes of financial covenant calculations under Section 7.11this Agreement, Indebtedness (including Subordinated Debt accorded equity treatment) notwithstanding any change in GAAP or SAP, as applicable, relating thereto, unless the parties hereto shall be calculated without giving effect to The Financial Accounting Standards Board Accounting Standards Codification 825enter into a mutually acceptable amendment addressing such changes, as provided for above.

Changes in GAAP or SAP. If at any time any change in GAAP or SAP, as the case may be, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as the case may be, (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or SAP, as the case may be, prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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 or SAP, as the case may be. Notwithstanding the foregoing, for purposes of financial covenant calculations under Section 7.11, Indebtedness (including Subordinated Debt accorded equity treatment) shall be calculated without giving effect to The Financial Accounting Standards Board Accounting Standards Codification 825.23 12992164v5 27112.00011

Changes in GAAP or SAP. If at any time any change in GAAP or SAP, as the case may be, SAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP, as the case may be, applicable (subject to the approval of the Borrower and the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or SAP, as the case may be, applicable prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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 or SAP, as the case may beapplicable. Notwithstanding 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 financial covenant calculations under Section 7.11this Agreement, Indebtedness (including Subordinated Debt accorded equity treatment) notwithstanding any change in GAAP relating thereto, unless the parties hereto shall be calculated without giving effect to The Financial Accounting Standards Board Accounting Standards Codification 825enter into a mutually acceptable amendment addressing such changes, as provided for above.