Accounting. Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If, subsequent to the Restatement Effective Date, any changes in generally accepted accounting principles as in effect in the United States of America are required or permitted and are adopted by the Company or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants set forth in [Section 7.4] or any other financial test set forth in this Agreement or in the related definitions or terms used therein (Accounting Changes), the parties hereto agree, at the Companys request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Companys and its Subsidiaries financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles in connection with the financial covenants set forth in [Section 7.4] and each other financial test set forth in this Agreement shall mean generally accepted accounting principles as in effect in the United States of America as of the Restatement Effective Date but giving effect to the relevant Accounting Changes, subject to further modification in accordance with this [Section 10.3]. Notwithstanding any other provision contained herein (including the definition of Agreement Accounting Principles), 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 Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at fair value, as defined therein, # without giving effect to any treatment of indebtedness 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 indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof and # without giving effect to any changes in Agreement Accounting Principles resulting from implementation pursuant to the final standards for Leases (Topic 842) released on by the Financial Accounting Standards Board. For the avoidance of doubt, the foregoing statement shall apply only to treatment of financial concepts in this Agreement (including determinations of Indebtedness and the calculation of the financial covenants) and not to the manner in which the Company prepares its financial statements (it being understood that appropriate adjustments shall be made for purposes of the Compliance Certificate or any other demonstration or determination of compliance with the applicable provisions of this Agreement).
Accounting. Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If, subsequent to the Restatement Effective Date, any changes in generally accepted accounting principles as in effect in the United States of America are required or permitted and are adopted by the Company or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants set forth in [Section 7.4] or any other financial test set forth in this Agreement or in the related definitions or terms used therein (Accounting Changes), the parties hereto agree, at the Companys request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Companys and its Subsidiaries financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles in connection with the financial covenants set forth in [Section 7.4] and each other financial test set forth in this Agreement shall mean generally accepted accounting principles as in effect in the United States of America as of the Restatement Effective Date but giving effect to the relevant Accounting Changes, subject to further modification in accordance with this [Section 10.3]. Notwithstanding any other provision contained herein (including the definition of Agreement Accounting Principles), 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 Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at fair value, as defined therein, # without giving effect to any treatment of indebtedness 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 indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof and # without giving effect to any changes in Agreement Accounting PrinciplesGAAP resulting from implementation pursuant to the final standards for Leases (Topic 842) released on by the Financial Accounting Standards Board. For the avoidance of doubt, the foregoing statement shall apply only to treatment of financial concepts in this Agreement (including determinations of Indebtedness and the calculation of the financial covenants) and not to the manner in which the Company prepares its financial statements (it being understood that appropriate adjustments shall be made for purposes of the Compliance Certificate or any other demonstration or determination of compliance with the applicable provisions of this Agreement).
Accounting. Except as provided toSection # Change in Accounting Principles. If, after the contrary herein, all accounting termsdate of this Agreement, there shall occur any change in GAAP from those used in the calculationpreparation of anythe financial covenant or test shall be interpreted and all accounting determinations hereunderstatements referred to in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If, subsequent to the Restatement Effective Date, any changes in generally accepted accounting principles as in effect in the United States of America are required or permitted and are adopted by the Company or any of its Subsidiaries with the agreement of its independent certified public accountants[Section 4.04] hereof and such changeschange shall result in a change in the method of calculation or operation of any of the financial covenants set forth in [Section 7.4]covenant, requirement, standard or any other financial test set forthterm found in this AgreementAgreement, either the Company or in the related definitions or terms used therein (Accounting Changes),Required Lenders may by notice to the parties hereto agree, atLenders and the Companys request, to enter into negotiations,Company, respectively, require that the Lenders and the Company negotiate in good faith, in orderfaith to amend such provisions in a credit neutral mannercovenant, requirement, standard and term so as equitably to reflect equitably such changeschange in accounting principles, with the desired result being that the criteria for evaluating the Companysfinancial condition of the Company and its Subsidiaries financial conditionSubsidiaries shall be the same after such changes as if such changeschange had not been made; provided, however, that until such provisions are amended in a manner reasonably satisfactory tomade. No delay by the Administrative Agent andCompany or the Required Lenders, no Accounting ChangeLenders in requiring such negotiation shall be given effectlimit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such calculations. In the event such amendmentcovenant, standard, or term is entered into, all references in this Agreement to Agreement Accounting Principles in connection with the financial covenants set forth in [Section 7.4] and each other financial test set forth in this Agreement shall mean generally accepted accounting principles as in effect in the United States of America as of the Restatement Effective Date but giving effect to the relevant Accounting Changes, subject to further modificationamended in accordance with this [Section 10.3].1.03], financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Notwithstanding any other provision contained herein (includingchange in GAAP which would have the definitioneffect of Agreement Accounting Principles), all terms oftreating any lease properly accounted for as an operating lease prior to such accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, # withoutchange as a capital lease after giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at fair value, as defined therein, # without giving effect to any treatment of indebtedness 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 indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall ataccounting change, for all times be valued at the full stated principal amount thereof and # without giving effect to any changes in Agreement Accounting Principles resulting from implementation pursuant to the final standards for Leases (Topic 842) released on by the Financial Accounting Standards Board. For the avoidance of doubt, the foregoing statement shall apply only to treatment of financial concepts in this Agreement (including determinations of Indebtedness and the calculation of the financial covenants) and not to the manner in which the Company prepares its financial statements (it being understood that appropriate adjustments shall be made for purposes of calculating Indebtedness for any purpose under this Agreement, the Compliance CertificateLoan Parties shall continue to make such determinations and calculations with respect to all leases (whether then in existence or any other demonstration or determination of compliancethereafter entered into) in accordance with the applicable provisions of this Agreement).GAAP (as it relates to such issue) as in effect prior to such change and consistent with their past practices.
Accounting.Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with [Section 8.2(b)] and all accounting or financial terms have the meanings ascribed to such terms by GAAP. Notwithstanding anything to the contrary herein, all accounting terms used in the calculationevent of any financial covenant or test shall be interpretedchange after the date hereof in GAAP, and all accounting determinations hereunder inif such change would affect the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If, subsequent to the Restatement Effective Date, any changes in generally accepted accounting principles as in effect in the United States of America are required or permitted and are adopted by the Company or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculationcomputation of any of the financial covenants set forth in [Section 7.4] or any other financial test set forth in this Agreement or in the related definitions or terms used therein (Accounting Changes)[Article VIII], then the parties hereto agree, at the Companys request,agree to enter into negotiations,endeavor, in good faith, in order to amendagree upon an amendment to this Agreement that would adjust such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Companys and its Subsidiaries financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until such provisions are amendedcovenants in a manner reasonably satisfactorythat would preserve the original intent thereof, but would allow compliance therewith to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles in connection with the financial covenants set forth in [Section 7.4] and each other financial test set forth in this Agreement shall mean generally accepted accounting principles as in effect in the United States of America as of the Restatement Effective Date but giving effect to the relevant Accounting Changes, subject to further modificationdetermined in accordance with this [Section 10.3]. Notwithstanding any other provision contained herein (including the definition of Agreement Accounting Principles), 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 Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at fair value, as defined therein, # without giving effect to any treatment of indebtedness 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 indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof and # without giving effect to any changes in Agreement Accounting Principles resulting from implementation pursuant to the final standards for Leases (Topic 842) released on by the Financial Accounting Standards Board. For the avoidance of doubt, the foregoing statement shall apply only to treatment of financial concepts in this Agreement (including determinations of Indebtedness and the calculation of the financial covenants) and not to the manner in which the Company prepares itsBorrowers financial statements (it being understoodat that appropriate adjustmentstime, provided that until so amended such financial covenants shall continue to be madecomputed in accordance with GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of the Compliance Certificate or any other demonstration or determination ofdetermining compliance with any covenant (including the applicable provisionscomputation of this Agreement).any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
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