Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Parent notifies Agent that it requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Sixth Restatement Effective Date or in the application thereof on the operation of such provision (or if Agent notifies Parent 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 Accounting Change or in the application thereof, then Agent, Parent, and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and the Loan Parties after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Parent and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof and # the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified (except as set forth in [clause (ii)] below), and # does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (except to the extent of any “going concern” qualifications or statement as a result of the impending Maturity Date occurring within one year from the time the report is delivered).
Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP;Applicable Accounting Principles; provided, that if ParentBorrower notifies Agent that itBorrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Sixth Restatement EffectiveClosing Date or in the application thereof on the operation of such provision (or if Agent notifies ParentBorrower 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 Accounting Change or in the application thereof, then Agent, Parent,Agent and BorrowersBorrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and the Loan PartiesBorrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effectas of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements”"financial statements" shall include the notes and schedules thereto. Whenever the term “Parent”"Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean the Parent and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereofthereof, and # the term “unqualified opinion”"unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified (except as set forth in [clause (ii)] below),unqualified, and # does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerningwithout any exception as to the scope of the audit (except to the extent of any “going concern” qualifications or statement as a result of the impending Maturity Date occurring within one year from the time the report is delivered).audit.
Accounting Terms. All accounting terms not specifically defined hereinherein, and all accounting determinations required to be made hereunder, in each case shall be construed or made in accordance with GAAP;GAAP (as in effect on the date on which such term is construed, such determination is made or any financial statement including such term or determination is prepared); provided, that if Parent notifiesBorrowers notify Agent that it requestsBorrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Sixth Restatement EffectiveClosing Date or in the application thereof on the operation of such provision (or if Agent notifies ParentBorrowers 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 Accounting Change or in the application thereof, then Agent, Parent,Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and the Loan PartiesBorrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effectas of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements”financial statements shall include the notes and schedules thereto. Whenever the term “Parent”Borrowers is used in respect of a financial covenant or a related definition, it shall be understood to mean the ParentBorrowers and its Restrictedtheir Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof andthereof, # the term “unqualified opinion”unqualified opinion as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified (exceptnot qualified as set forth in [clause (ii)] below), and # does not includeto scope or contain any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (exceptother qualification (other than any qualification # relating to the extent of any “going concern” qualificationschanges in accounting principles or statementpractices reflecting changes in GAAP and required or approved by such accountants or # as a result of the impending Maturity Date) and # to the extent that any change in GAAP after the Closing Date occurring within one yearresults in any lease which is, or would be, classified as an operating lease under GAAP as it exists on the Closing Date being classified as a capital lease under revised GAAP, such change in classification of leases from the time the report is delivered).operating leases to capital leases shall be ignored for purposes of this Agreement.
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