Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. If at any time any change in GAAP or in the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Company, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such change and the Company shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required hereunder. Notwithstanding any provision of any Loan Document to the contrary, for purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessees financial statements shall be determined under generally accepted accounting principles in the United States as of the Third Restatement Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.
Accounting.. Except as otherwise expressly provided to the contrary herein, all accounting terms used hereinfinancial statements to be delivered pursuant to this Agreement shall be interpreted and all accounting determinations hereunder shall be madeprepared in accordance with GAAP.GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the Closing Date. If at any time any change in GAAP or in the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Company,Borrower or the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the LendersAgent and the BorrowersBorrower 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 ofby the Required Lenders)[[Organization B:Organization]] and the Borrower); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effectprior to such change therein and the CompanyBorrower shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the[[Organization B:Organization]] within five days after delivery of quarterly and annualeach certificate or financial statementsreport required hereunder. Notwithstandinghereunder that is affected thereby a written statement of a Financial Officer of the Borrower setting forth in reasonable detail the differences (including any provision ofdifferences that would affect any Loan Documentcalculations relating to the contrary, forfinancial covenants as set forth in Section 6.15). For purposes of calculations made pursuant to the terms of this AgreementAgreement, GAAP will be deemed to treat operating leases and each other Loan Document (other than covenants to deliver financial statements), the determination of whethercapital leases in a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessees financial statements shall be determinedmanner consistent with their current treatment under generally accepted accounting principles as in effect on the United States as of the Third RestatementClosing Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.
Accounting. Except as provided to the contrarySection # Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted andinterpreted, all accounting determinations hereunder shall be mademade, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If atGAAP; provided that, if a Borrower notifies the Administrative Agent that such Borrower wishes to amend any timeprovision hereof to eliminate the effect of any change in GAAP or inafter the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Company,date hereof (or if the Administrative Agent ornotifies a Borrower that the Required Lenders wish to amend any provision hereof for such purpose), then such provision shall so request,be applied with respect to such Borrower on the Administrative Agent,basis of GAAP in effect immediately before the Lendersrelevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrowers and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change (subjectRequired Lenders. Notwithstanding anything to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such change and the Company shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required hereunder. Notwithstanding any provision of any Loan Document to the contrary,contrary contained herein, for purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a leaseonly those leases that are required to be capitalizedaccounted for as capital leases in conformity with GAAP on the balance sheet ofdate hereof, or, as to leases entered into after the lessee thereunder and/or recognized as interest expense indate hereof, would have been required to be so accounted for had they been entered into on the lessees financial statementsdate hereof, shall be determinedrequired to be so accounted for, and all calculations and deliverables under generally accepted accounting principlesthis Agreement shall be made or delivered, as applicable, in the United States as of the Third Restatement Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.accordance with such accounting.
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. If at any time any change in GAAP or in the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company, the Administrative AgentBorrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the BorrowersBorrower 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 Lenders); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with GAAP without giving effectprior to such change therein and # the CompanyBorrower shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements and other documents required hereunder. Notwithstanding any provisionunder this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of any Loan Documentsuch ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the contrary,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 this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessees financial statements shall be determined under generally accepted accounting principles in the United States as of the Third Restatement Date,Agreement, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be madeChanges in accordance with GAAP. If at any time any change in GAAP or in the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company, the Administrative AgentBorrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the 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 (subject to the approval of the Required Lenders); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with GAAP without giving effectprior to such change therein and # the CompanyBorrowers shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements and other documents required hereunder.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. Notwithstanding any provision of any Loan Documentanything to the contrary,contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement and eachor any other Loan Document (other than covenantsDocument, GAAP will be deemed to delivertreat leases thatany other provision contained herein, all terms of an accounting or financial statements),nature used herein shall be construed, and all computations of amounts and ratios referred to herein, and the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessees financial statementsIndebtedness hereunder, shall be determined undermade without giving effect to Financial Accounting Standards Board (FASB) Standard ASC 842 (Leases) (or any other applicable financial accounting standard having a similar result or effect) and related interpretations. To the extent any lease (or similar arrangement conveying the right to use) would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2018treated as # an operating lease or # a sale-leaseback financing obligation under GAAP in effect immediately prior to the effectiveness of ASC 842, these leases will be incorporated into computations, ratios and calculations under this Credit Agreement in a manner consistent with the Third Restatement Date,treatment of such leases under generally accepted accounting principles in the Unites States as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.thereafterGAAP prior to the adoption of ASC 842.
Accounting. Except as provided to the contrarySection # Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted andinterpreted, all accounting determinations hereunder shall be mademade, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If atGAAP; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any timeprovision hereof to eliminate the effect of any change in GAAP or inafter the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Company,date hereof (or if the Administrative Agent ornotifies the Borrower that the Required Lenders[[Organization B:Organization]] wish to amend any provision hereof for such purpose), then such provision shall so request,be applied with respect to the Administrative Agent,Borrower on the Lendersbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner reasonably satisfactory to the Borrower and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change (subjectRequired [[Organization B:Organization]]. Notwithstanding anything to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such change and the Company shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required hereunder. Notwithstanding any provision of any Loan Document to the contrary,contrary contained herein, for purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a leaseonly those leases that are required to be capitalizedaccounted for as capital leases in conformity with GAAP on the balance sheet ofdate hereof, or, as to leases entered into after the lessee thereunder and/or recognized as interest expense indate hereof, would have been required to be so accounted for had they been entered into on the lessees financial statementsdate hereof, shall be determinedrequired to be so accounted for, and all calculations and deliverables under generally accepted accounting principlesthis Agreement shall be made or delivered, as applicable, in the United States as of the Third Restatement Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.accordance with such accounting.
Accounting.SECTION # Accounting Terms; GAAP. Except as otherwise expressly provided to the contrary herein, all terms of an accounting termsor financial nature used herein shall be interpreted and all accounting determinations hereunder shall be madeconstrued in accordance with GAAP. If atGAAP as in effect from time to time; provided that if the Borrower, by notice to the Administrative Agent, shall request an amendment to any timeprovision 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, by notice to the Borrower, shall 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 Companys application thereof would affectthereof, then such provision shall be interpreted on the computationbasis of any financial ratio or requirement set forthGAAP as in any Loan Document,effect and the Company, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light ofapplied immediately before such change (subject to the approval of the Required Lenders); provided that,shall have become effective until so amended, such rationotice shall have been withdrawn or requirement shall continue to be computedsuch provision amended in accordance with GAAPherewith. 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 suchany change andin accounting for leases pursuant to GAAP resulting from the Company shall provideadoption by the Borrower of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the Administrative Agent andextent such adoption would require treating any lease (or similar arrangement conveying the Lenders reconciliation statements showing the difference inright to use) as a capitalized asset with a corresponding lease liability where such calculation, together with the delivery of quarterly and annual financial statements required hereunder. Notwithstanding any provision of any Loan Document to the contrary, for purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are(or similar arrangement) would not have been required to be capitalized onso treated prior to the balance sheetadoption by the Borrower of the lessee thereunder and/or recognized as interest expense in the lessees financial statements shall be determined under generally accepted accounting principles in the United States as of the Third Restatement Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842).
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be madeChanges in accordance with GAAP. If at any time any change in GAAP or in the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company, the Administrative Agent or the RequiredRequisite Lenders shall so request, the [[Administrative Agent,Agent:Organization]], the Lenders and the 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 (subject to the approval of the RequiredRequisite Lenders); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with GAAP withoutprior to such change therein and # the shall provide to the [[Administrative Agent:Organization]] 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. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Company shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required hereunder. Notwithstanding any provision of any Loan Document to the contrary,Annual Financial Statements for all purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessees financial statements shall be determined under generally accepted accounting principles in the United States as of the Third Restatement Date,Agreement, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. If at any time any change in GAAP or(including if the Borrower elects to avail itself of any early application related to any pending change in the Companys application thereofGAAP) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company, the Administrative AgentBorrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the BorrowersBorrower 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 Lenders)); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with GAAP without giving effectprior to such change therein and # the CompanyBorrower shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements and other documents required hereunder.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. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the Closing Date shall continue to be treated as an operating lease (and any Loan Document tofuture lease, if it were in effect on the contrary,Closing Date, that would be treated as an operating lease for purposes of GAAP as of the Closing Date shall be treated as an operating lease), in each case for purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the lessees financial statements shall be determined under generally accepted accounting principles in the United States as of the Third Restatement Date,Agreement, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.change in GAAP after the Closing Date.
Accounting. Except as provided to the contrarySection # Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted andinterpreted, all accounting determinations hereunder shall be mademade, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If atGAAP; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any timeprovision hereof to eliminate the effect of any change in GAAP or inafter the Companys application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Company,date hereof (or if the Administrative Agent ornotifies the Borrower that the Required Lenders[[Organization B:Organization]] wish to amend any provision hereof for such purpose), then such provision shall so request,be applied with respect to the Administrative Agent,Borrower on the Lendersbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner reasonably satisfactory to the Borrower and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change (subjectRequired [[Organization B:Organization]]. Notwithstanding anything to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such change and the Company shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required hereunder. Notwithstanding any provision of any Loan Document to the contrary,contrary contained herein, for purposes of this Agreement and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease constitutes a capital lease or an operating lease and whether obligations arising under a lease are requiredleases shall continue to be capitalizedaccounted for on a basis consistent with that reflected in the balance sheetfinancial statements of the lessee thereunder and/or recognized as interest expense inBorrower for the lessees financial statementsfiscal year ended December 31, 2017, and all calculations and deliverables under this Agreement shall be determined under generally accepted accounting principlesmade or delivered, as applicable, in the United States as of the Third Restatement Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.accordance with such accounting.
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