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, all computations made pursuant to this Agreement shall be made in accordance with GAAP and 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 this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ – 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. (c) If the Company shall notify the holders of Notes that the Company wishes to amend any covenant in Section 10 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose), then the Company and the holders of the Notes shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance with such 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basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Majority Holders, and the Company shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to such 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 Company Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Standard Codification Topic No. ▇▇▇-▇▇-▇▇ – 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. (cb) If the Company shall notify the holders of Notes that the Company wishes to amend at any covenant in Section 10 to eliminate the effect of time any change in GAAP on would affect the operation computation of such covenant (any financial ratio or if requirement set forth in this Agreement, and the Majority Constituent Companies or the Required Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose)shall so request, then the Company and 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 make amend such adjustments as shall be necessary ratio or requirement to eliminate preserve the effect original intent thereof in light of such change in GAAP on such covenant(subject to the approval of the Required Holders); provided that, until agreement is reached on so amended, (1) such adjustments, the Company’s compliance ratio or requirement shall continue to be computed in accordance with GAAP prior to such 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 such covenant is amended in a manner satisfactory to the Company and the Majority Holderstherein, and (2) the Company Constituent Companies shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation showing between calculations with respect to of such covenant 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”)Agreement, any election by the Company Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Standard Codification Topic No. ▇▇▇-▇▇-▇▇ – — 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. (cb) If the Company shall notify the holders of Notes that the Company wishes to amend at any covenant in Section 10 to eliminate the effect of time any change in GAAP on would affect the operation computation of such covenant (any financial ratio or if requirement set forth in this Agreement, and the Majority Constituent Companies or the Required Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose)shall so request, then the Company and 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 make amend such adjustments as shall be necessary ratio or requirement to eliminate preserve the effect original intent thereof in light of such change in GAAP on such covenant(subject to the approval of the Required Holders); provided that, until agreement is reached on so amended, (1) such adjustments, the Company’s compliance ratio or requirement shall continue to be computed in accordance with GAAP prior to such 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 such covenant is amended in a manner satisfactory to the Company and the Majority Holderstherein, and (2) the Company Constituent Companies shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation showing between calculations with respect to of such covenant 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, all computations made pursuant to this Agreement shall be made in accordance with GAAP and 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 this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ – 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. (c) 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 covenant in Section 10 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose), then the Company and the holders of the 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) shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance with such 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 such covenant is amended in a manner satisfactory to the Company and the Majority Holders, and the Company shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to such 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 Company Parent Guarantor to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Standard Codification Topic No. ▇▇▇-▇▇-▇▇ – - 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. (cb) If the Company shall notify the holders of Notes that the Company wishes to amend at any covenant in Section 10 to eliminate the effect of time any change in GAAP on would affect the operation computation of such covenant (any financial ratio or if requirement set forth in this Agreement, and the Majority Constituent Companies or the Required Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose)shall so request, then the Company and 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 make amend such adjustments as shall be necessary ratio or requirement to eliminate preserve the effect original intent thereof in light of such change in GAAP on such covenant(subject to the approval of the Required Holders); provided that, until agreement is reached on so amended, (1) such adjustments, the Company’s compliance ratio or requirement shall continue to be computed in accordance with GAAP prior to such 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 such covenant is amended in a manner satisfactory to the Company and the Majority Holderstherein, and (2) the Company Constituent Companies shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation showing between calculations with respect to of such covenant 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 expressly provided herein, all computations made pursuant to this Agreement terms of an accounting or financial nature shall be made in accordance with GAAP and 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 construed in accordance with GAAP; andprovided that, if at the time 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 (or if the Agent notifies the Borrower that the Majority Banks request an amendment to any provision hereof for such purpose), regardless of whether any such statement notice is given before or computation is required to after such change in GAAP or in the application of such change, then such provision shall be made interpreted on the Company basis of GAAP as in effect and applied immediately before such change shall not have any Subsidiary, become effective until such terms notice shall mean a financial statement have been withdrawn or a financial computation, as the case may be, with respect to the Company only. (b) such provision amended in accordance herewith. For purposes of determining compliance with any provision of this Agreement Agreement, 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 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 Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board under Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ – 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. (c) If the Company shall notify the holders of Notes that the Company wishes to amend any covenant in Section 10 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose), then the Company and the holders Subsidiary of the Notes shall negotiate in good faith to make such adjustments Borrower at “fair value”, as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance with such 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 such covenant is amended in a manner satisfactory to the Company defined therein and the Majority Holders, and the Company shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to such covenant before and after (ii) without giving effect to any treatment of 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 change Debt in GAAPa reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full 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, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP GAAP, and (ii) 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 this Agreement (including, without limitation, including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ – 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. (cb) If 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 Change”) which results in a change in any computation or definition used in calculating compliance by the Company shall notify the holders of Notes that the Company wishes to amend with any covenant in Section 10 to eliminate and which, in the good faith judgment of the chief financial officer of the Company has had or may have a material effect of any change in GAAP on the operation ability of such covenant (or if the Majority Holders notify the Company that to comply with one or more such covenants (the Majority Holders wish to amend Section 10 for such purpose), then the Company “Affected Covenants”) and (ii) the holders of the Notes shall negotiate receive within 90 days after the effective date of such 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 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 make such adjustments as shall be necessary to eliminate judgment of the effect chief financial officer of the Company with respect thereto, the holders of the Notes agree upon receipt of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance notice to enter into good faith negotiations with such 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 such covenant is amended in a manner satisfactory to the Company and for an amendment to this Agreement of the Majority HoldersAffected Covenants so as to place the parties, and insofar as possible, in the same relative position as if the GAAP Change had not occurred. If notice of a 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 provide 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 holders Effective Date of Notessuch GAAP Change, the Company shall continue to calculate compliance with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to the Affected Covenants as though such covenant before and after giving effect to 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 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”), (x) any election by the Company to measure any financial asset or liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Standard Codification Topic No. ▇▇▇-▇▇-▇▇ – - 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). (cb) If the Company shall notify the holders of Notes that the Company wishes to amend at any covenant in Section 10 to eliminate the effect of time any change in GAAP on would affect the operation computation of such covenant (any financial ratio or if the Majority Holders notify requirement set forth in this Agreement, and either the Company that or the Majority Required Holders wish to amend Section 10 for such purpose)shall so request, then the Company and representatives of the holders of the Notes designated by the Required Holders at such time and the Company shall negotiate in good faith to make amend such adjustments as shall be necessary ratio or requirement to eliminate preserve the effect original intent thereof in light of such change in GAAP on such covenant(subject to the approval of the Required Holders); provided that, until agreement is reached on so amended, (1) such adjustments, the Company’s compliance ratio or requirement shall continue to be computed in accordance with GAAP prior to such 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 such covenant is amended in a manner satisfactory to the Company and the Majority Holderstherein, and (2) the Company shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation showing between calculations with respect to of such covenant 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, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP GAAP, and (ii) 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 this Agreement (including, without limitation, including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-825-▇▇-▇▇ – Fair ▇air 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. (cb) If 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 Change”) which results in a change in any computation or definition used in calculating compliance by the Company shall notify the holders of Notes that the Company wishes to amend with any covenant in Section 10 to eliminate and which, in the good faith judgment of the chief financial officer of the Company has had or may have a material effect of any change in GAAP on the operation ability of such covenant (or if the Majority Holders notify the Company that to comply with one or more such covenants (the Majority Holders wish to amend Section 10 for such purpose), then the Company “Affected Covenants”) and (ii) the holders of the Notes shall negotiate receive within 90 days after the effective date of such 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 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 make such adjustments as shall be necessary to eliminate judgment of the effect chief financial officer of the Company with respect thereto, the holders of the Notes agree upon receipt of such change in GAAP on such covenant; provided that, until agreement is reached on such adjustments, the Company’s compliance notice to enter into good faith negotiations with such 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 such covenant is amended in a manner satisfactory to the Company and for an amendment to this Agreement of the Majority HoldersAffected Covenants so as to place the parties, and insofar as possible, in the same relative position as if the GAAP Change had not occurred. If notice of a 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 provide 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 holders Effective Date of Notessuch GAAP Change, the Company shall continue to calculate compliance with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to the Affected Covenants as though such covenant before and after giving effect to such change in GAAPGAAP Change had not occurred.