Common use of Accounting Terms and Determinations; GAAP Clause in Contracts

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person or any of its subsidiaries to the Borrower or any Guarantor, which shall be deemed to be income to the Borrower or such Guarantor when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person or any of its subsidiaries to the Borrower or any Guarantor, which shall be deemed to be income to the Borrower or such Guarantor when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except (a) that, notwithstanding GAAP, Parent’s and the Borrower’s accounting treatment of capital leases and operating leases shall be consistent with the Parent’s and the Borrower’s accounting treatment thereof as was in effect on December 15, 2018, and (b) for changes in which BorrowerParent’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, unless otherwise expressly stated, for the purposes of calculating any of the ratios tested under Section 9.019.01 (including testing of such ratios at other times to the extent required under this Agreement), and the components of each of such ratios, all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Parent, the Borrower or any Guarantorother Restricted Subsidiary, which shall be deemed to be income to the Parent, the Borrower or such Guarantor other Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements financial statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods; provided, further, that if at any time any change in GAAP or interpretation thereof by the independent auditors of any Loan Party or its Subsidiaries would require that operating leases entered into in the ordinary course of business be treated in a manner similar to financial leases under GAAP, all financial covenants, requirements and terms in this Agreement shall continue to be calculated as though no operating lease shall be treated as a Capital Lease for any purpose hereunder. Notwithstanding anything herein to the contrary, for the purposes All indemnification and release provisions of calculating any this Agreement shall be construed broadly (and not narrowly) in favor of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends Persons receiving indemnification or distributions actually paid by any such Person or any of its subsidiaries to the Borrower or any Guarantor, which shall be deemed to be income to the Borrower or such Guarantor when actually received by itbeing released.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on or before the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends Unrestricted Subsidiary Distributions (other than Unrestricted Subsidiary Distributions that have been used or will be used by the Parent to make distributions actually paid by any such Person or any of its subsidiaries to the Borrower or any Guarantorunder Section 9.04(a)(v)), which shall be deemed to be income to the Borrower Parent or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Global Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed in such Financial Statements or to the Global Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section ‎Section 8.01(a) or (b); provided that, unless if (i) the Borrower and notifies the Global Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of or calculation of compliance with such provision or (ii) the Global Administrative Agent notifies the Borrower that the Majority Lenders 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 application thereof, then such provision shall otherwise agree be interpreted on the basis of GAAP as in writing, no effect and applied immediately before such change shall modify have become effective until such notice shall have been withdrawn or affect the manner such provision amended in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periodsaccordance herewith. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section ‎Section 9.01, and the components of each of such ratios, the following shall be excluded: all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries Subsidiaries (including their assets, liabilities, income, expenses, losses, cash flows, and the elements thereof) shall be excluded), except for any cash dividends or distributions actually paid by any such Person or any as set forth in clause (a) of its subsidiaries to the Borrower or any Guarantor, which shall be deemed to be income to the Borrower or such Guarantor when actually received by itdefinition of Consolidated Net Income.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements financial statements referred to in Section 7.04(a) except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein set forth in ARTICLE IX is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, subject to the proviso at the end of the definition of “EBITDAX” in Section 1.02 hereof, Parent (except to the extent expressly provided in the definition of “Consolidated Net Funded Debt”) and all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their all subsidiaries of the Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements past practices except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions (other than Unrestricted Subsidiary Distributions that have been or will be used by the Borrower to make distributions permitted under Section 9.04(iv)(B)) actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements financial statements referred to in Section 7.04(a) except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein set forth in Article IX is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, Parent Guarantor and all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their all subsidiaries of the Unrestricted Subsidiaries (including their theirits assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it...

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Revolving Credit Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. For the avoidance of doubt, if after the Effective Date any change occurs in the manner in which operating leases are accounted for under GAAP that affects the Borrower’s compliance with any provision of this Agreement, then the Borrower’s compliance with such provision will continue to be determined in accordance with GAAP as in effect immediately prior to such change to GAAP unless otherwise agreed by the Borrower and the Majority Revolving Credit Lenders in writing. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person or Unrestricted Subsidiary to any of its subsidiaries to the Borrower or any GuarantorCredit Parties, which shall be deemed to be income to the Borrower or such Guarantor Credit Party when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAPGAAP (subject to the impact of fresh start accounting), applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, 9.01 and the components of each of such ratios, all Unrestricted Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements first audited financial statements delivered to the Lenders pursuant to Section 8.01(a) except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, that unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid in cash by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements financial statements referred to in Section 7.04(a) except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein set forth in Article IX is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, Parent Guarantor and all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their all subsidiaries of the Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Initial Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein set forth in ARTICLE IX is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Global Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed in such Financial Statements or to the Global Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless if (i) the Borrower and notifies the Global Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of or calculation of compliance with such provision or (ii) the Global Administrative Agent notifies the Borrower that the Majority Lenders 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 application thereof, then such provision shall otherwise agree be interpreted on the basis of GAAP as in writing, no effect and applied immediately before such change shall modify have become effective until such notice shall have been withdrawn or affect the manner such provision amended in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periodsaccordance herewith. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, the following shall be excluded: all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries Subsidiaries (including their assets, liabilities, income, expenses, losses, cash flows, and the elements thereof) shall be excluded), except for any cash dividends or distributions actually paid by any such Person or any as set forth in clause (a) of its subsidiaries to the Borrower or any Guarantor, which shall be deemed to be income to the Borrower or such Guarantor when actually received by itdefinition of Consolidated Net Income.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with ; provided that if Parent notifies the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on that it requests an amendment to any provision hereof to eliminate the next effect of any change occurring after the date on which financial statements are required to be delivered to hereof in GAAP or in the Lenders pursuant to Section 8.01(a) application thereof or the operation of such provision (b); provided that, unless or if the Borrower and Administrative Agent notifies Parent that the Majority Lenders 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 application thereof, then such provision shall otherwise agree be interpreted on the basis of GAAP as in writing, no effect and applied immediately before such change shall modify have become effective until such notice shall have been withdrawn or affect the manner such provision amended in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periodsaccordance herewith. Notwithstanding anything herein to the contrarycontrary in this Agreement or any other Loan Document, for the purposes of calculating any of the ratios tested under Section 9.019.10, and the components of each of such ratios, all Unrestricted Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any that cash dividends or distributions actually paid by any such Person or any of its subsidiaries to the Borrower or any Guarantor, which shall be deemed to be income to the Borrower or such Guarantor when actually received by itParent or any Consolidated Restricted Subsidiary from Unrestricted Subsidiaries shall be included as income of Parent and such Consolidated Restricted Subsidiary when received as provided in the definition of “EBITDA” contained in Section 1.01.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein set forth in ARTICLE IX is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, (a) subject to clause (C) of the provision in the definition of EBITDA herein, all Subsidiaries that are not GuarantorsUnrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any GuarantorRestricted Subsidiary, which shall be deemed to be income to the Borrower or such Guarantor Restricted Subsidiary when actually received by it, and (b) subject to clause (B) of the proviso in the definition of EBITDA herein, all assets, liabilities, income, losses, cash flows and elements thereof of all Drop Down OpCos shall be consolidated with those of the Borrower regardless of whether they would be so consolidated in accordance with GAAP.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) or (b); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries that are not Guarantors, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any such Person Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Guarantora Group Member, which shall be deemed to be income to the Borrower or such Guarantor Group Member when actually received by it.