Common use of ACCOUNTING AND OTHER TERMS Clause in Contracts

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall be construed in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made in accordance with GAAP; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent or the Required Lenders shall so request, Borrower, Agent and the Required Lenders shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with 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. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, set forth in Section 15 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. 1.1. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein in this Agreement shall be construed have the meanings assigned to them in conformity with GAAPApplicable Accounting Standards. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with GAAP; provided that, if following Applicable Accounting Standards. If at any time any change in GAAP Applicable Accounting Standards would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Collateral Agent shall so request, Borrower, the Collateral Agent and the Required Lenders Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAPApplicable Accounting Standards; provided, furtherthat, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP Applicable Accounting Standards prior to such change therein and (b) therein. Without limiting the foregoing, leases shall continue to be classified on a basis consistent with that reflected in the audited consolidated financial statements of Borrower shall provide Agent for the fiscal year ended December 31, 2018 for all purposes of this Agreement, notwithstanding any change in Applicable Accounting Standards relating thereto or the application thereof, unless Borrower and the Lenders with financial statements and other documents required under this Agreement or Collateral Agent shall enter into a mutually acceptable amendment addressing such changes, 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 GAAPprovided for above. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to determinations must be delivered by Borrower to the Lenders pursuant to Sections 7.2(amade following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting, and (bii) shall be prepared in accordance with GAAP as in effect at respect to unaudited financial statements for the time absence of such preparation andfootnotes and subject to normal year-end audit adjustments, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made in accordance with GAAP; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any of the Loan DocumentDocuments, and either Borrower, Borrower or any Lender or Collateral Agent or the Required Lenders shall so request, Borrower, Borrower on the one hand and Lenders and Collateral Agent and on the Required Lenders other hand shall negotiate in good faith to amend such ratio or covenant requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein). Notwithstanding the forgoing, any obligations of a Person that would have been treated as operating leases in accordance with Accounting Standards Codification 840 (regardless of whether or not then in effect) shall be treated as operating leases for purposes of all financial definitions, calculations and covenants (b) Borrower shall provide Agent and including the Lenders with use of the term “capital lease obligations” in the definition of Indebtedness), other than for purposes of the delivery of 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 prepared in accordance with GAAP, without giving effect to such change in GAAPAccounting Standards Codification 842 requiring operating leases to be recharacterized or treated as capital leases. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity accordance with GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with GAAP; provided that, if . If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Financing Document, and either Borrower, Agent Borrowers or the Required Lenders shall so request, Borrowerthe Agent, Agent the Lenders and the Required Lenders Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAPGAAP (subject to the approval of the Required Lenders); provided, furtherhowever, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Borrowers shall provide to the Agent and the Lenders with financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement15. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All headings numbered without a decimal point are herein referred to as “Articles,” and all paragraphs numbered with a decimal point (and all subparagraphs or subsections thereof) are herein referred to as “Sections.”

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made following GAAP (except in accordance with GAAPthe case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments); provided that, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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. In addition, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding the foregoing, except as otherwise provided in this Agreement, all financial calculations shall be computed with respect to Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with following GAAP; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders Bank with 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. In addition, no effect shall be given to Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification. Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to determinations must be delivered by Borrower to the Lenders pursuant to Sections 7.2(amade following GAAP (except for (i) non-compliance with FAS 123R in monthly reporting and (bii) shall be prepared in accordance with GAAP as in effect at the time case of such preparation andunaudited financial statements, except as otherwise expressly provided hereinfor the absence of footnotes and subject to year-end audit adjustments); provided, calculations and other determinations under the Loan Documents shall be made in accordance with GAAP; provided thathowever, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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; provided, further, that any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect on the Effective Date shall not be treated as a capital lease obligation or as a lease of a type that would otherwise be required to be disclosed on Borrower’s balance sheet solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made following GAAP (except in accordance with GAAPthe case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments); provided thatprovided, however, that if that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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; provided, further, that (x) any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect on the Effective Date shall not be treated as a capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with following GAAP; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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. Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016, of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Calculations and determinations must be made following GAAP (except for (i) non-compliance with FAS 123R with respect to Monthly Financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) Statements and (bii) shall be prepared in accordance with GAAP as in effect at respect to unaudited financial statements for the time absence of such preparation andfootnotes and subject to year-end audit adjustments), except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made in accordance with GAAP; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio covenant or requirement made before and after giving effect to such change in GAAP. In addition, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement shall not be treated as a capital lease obligation solely as a result of the adoption or implementation of changes in GAAP. Notwithstanding the foregoing, all financial covenant calculations (if any) shall be computed with respect to the Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made following GAAP (except in accordance with GAAPthe case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments); provided that, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrowers and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Borrowers shall provide Agent and the Lenders with Bank 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. In addition, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding the foregoing, except as otherwise provided in this Agreement, all financial calculations shall be computed with respect to Borrowers only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Calculations and determinations must be made following GAAP unless otherwise provided herein; provided that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial statements and other information required Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be delivered by Borrower to accounted for as operating leases for purposes of all financial definitions and calculations for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared fact that such obligations are required in accordance with GAAP the ASU (on a prospective or retroactive basis or otherwise) to be capitalized and reflected as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made a liability on a balance sheet prepared in accordance with GAAP; provided that, further that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent the Borrower or the Required Lenders shall so request, Borrower, Agent the Borrower and the Required Lenders Lender shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; providedand provided further that, further, that until so amended, : (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide Agent and the Lenders with Lender 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. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 13 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at (except with respect to unaudited financial statements for the time absence of such preparation and, except as otherwise expressly provided herein, calculations footnotes and other determinations under the Loan Documents shall be made in accordance with GAAPsubject to year-end audit adjustments); provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders shall so request, Borrower, Agent Borrower and the Required Lenders shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio covenant or requirement made before and after giving effect to such change in GAAP). Notwithstanding the foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of GAAP prior to the adoption by the Financial Accounting Standards Board of Accounting Standard Codification 842 (the “ASC”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (other than for purposes of the delivery of financial statements prepared in accordance with GAAP), whether or not such operating lease obligations were in effect on the date of adoption of the ASC, notwithstanding the fact that such obligations are required in accordance with the ASC (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease (or finance lease) obligations in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with following GAAP; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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. Notwithstanding any terms in this Agreement to the contrary, for purposes of any financial covenant and other financial calculations in this Agreement (other than for purposes of updating the Borrowing Base) which are made in whole or in part based upon the Availability Amount as of the last day of a particular month, calculations relying on information from a Borrowing Base Statement shall be derived from the Borrowing Base Statement delivered within seven (7) days of month end pursuant to Section 6.2(a) (and not, for clarity, any more recent Borrowing Base Statement delivered after such period), and the actual delivery date of such Borrowing Base Statement shall be deemed to be the last day of the applicable month. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with following GAAP; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders Bank with 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. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 13 of this Agreement. Notwithstanding anything to the contrary herein, if any of Borrower’s operating leases was reclassified as a capital lease subsequent to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update as a result of a change in GAAP after such date or, if Borrower entered into a lease subsequent to such date would have been classified as an operating lease if it existed on such date, then such leases shall be, or shall continue to be, as applicable, treated as operating leases for all purposes hereunder. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made following GAAP (except in accordance with GAAPthe case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments); provided thatprovided, however, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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; provided, further, that any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect on the Effective Date shall not be treated as a capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting (a) Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance following GAAP (except for with GAAP; respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustments), provided that, that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (bii) Borrower shall provide Agent and the Lenders with Bank 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. Capitalized Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower. Notwithstanding any terms not otherwise defined in this Agreement to the contrary, for purposes of any financial covenant and other financial calculations in this Agreement (other than for purposes of updating the Borrowing Base) which are made in whole or in part based upon the Availability Amount as of the last day of a particular month, calculations relying on information from a Borrowing Base Statement shall have be derived from the meaningsBorrowing Base Statement delivered within seven (7) days of month end pursuant to Section 5.3(a) (and not, for clarity, any more recent Borrowing Base Statement delivered after such period), and all terms contained in the Loan Documents actual delivery date of such Borrowing Base Statement shall be subject deemed to be the rules last day of construction, set forth in Section 15 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined thereinapplicable month.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting 1.1 Accounting terms not otherwise defined herein in this Agreement and calculations and determinations made pursuant to the terms of this Agreement shall be construed in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made in accordance with GAAP, except with respect to unaudited quarterly financial statements and, with respect to such unaudited quarterly financial statements, except for the absence of footnotes and subject to customary year-end audit adjustments; provided that, if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent the Borrower or the Required Lenders Lender shall so request, Borrower, Agent the Borrower and the Required Lenders Lender shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, provided further, that that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein thereto and (b) the Borrower shall provide Agent and the Lenders with Lender financial statements and other documents required under this Agreement or as the Lender may reasonably requested hereunder request setting forth a reconciliation between calculations of such ratio covenant or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, (x) any obligations of a Person under a lease (whether existing as of the Effective Date or entered into in the future in accordance with the terms of this Agreement) that is not (or would not be) a capital lease obligation under GAAP as in effect on the Effective Date shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP. Capitalized terms not otherwise defined in this Agreement (including in the recitals) shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code or the DLA, as applicable, to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Financial statements Calculations and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall must be made in accordance with following GAAP; provided that, if . If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in Section 6.7 (or in any related definition) or any other provision in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Bank and the Required Lenders Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; : provided, furtherhowever, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and to Bank the Lenders with financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth Agreement, which shall include 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, to the extent that any change in GAAP after the Effective Date results in leases which are, or would have been, classified as operating leases under GAAP as it exists on the Effective Date being classified as a capital lease under revised GAAP, such change in classification of leases from operating leases to capital leases shall be ignored for purposes of this Agreement. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity with following GAAP. Calculations and determinations must be made following GAAP unless otherwise provided herein; provided that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial statements and other information required Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be delivered by Borrower to accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared fact that such obligations are required in accordance with GAAP the ASU (on a prospective or retroactive basis or otherwise) to be capitalized and reflected as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made a liability on a balance sheet prepared in accordance with GAAP; provided that, further that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent the Co-Borrowers or the Required Lenders shall so request, Borrower, the Co-Borrowers and Collateral Agent and (at the direction of the Required Lenders Lenders) shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; providedand provided further that, further, that until so amended, : (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower the Co-Borrowers shall provide Agent and the Lenders with each Lender 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. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 14 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided hereinin this Agreement, all (i) accounting terms not otherwise defined herein shall and (ii) calculations and determinations must be construed in conformity made following U.S. GAAP, , except with GAAP. Financial respect to unaudited financial statements and other information required for the absence of footnotes and subject to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made in accordance with GAAPyear-end audit adjustments; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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, provided, further, that (x) any obligations or a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect on the Effective Date shall not be treated as a capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided hereinin this Agreement, all (i) accounting terms not otherwise defined herein shall and (ii) calculations and determinations must be construed in conformity made following U.S. GAAP, except with GAAP. Financial respect to unaudited financial statements and other information required for the absence of footnotes and subject to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP as in effect at the time of such preparation and, except as otherwise expressly provided herein, calculations and other determinations under the Loan Documents shall be made in accordance with GAAPyear-end audit adjustments; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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, provided, further, that (x) any obligations or a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect on the Effective Date shall not be treated as a capital lease obligation solely as a result of the adopting of changes in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

ACCOUNTING AND OTHER TERMS. Except as ●. (b)Unless otherwise expressly provided herein, all each accounting term used herein shall have the meaning given it under GAAP applied on a basis consistent with those used in preparing the Financial Statements. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “Uniform Commercial Code”) and which are not otherwise defined herein shall be construed have the same meanings herein as set forth therein, provided that terms used herein which are defined in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a) and (b) shall be prepared in accordance with GAAP Uniform Commercial Code as in effect at in the time State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such preparation and, statute except as the Required Lenders and the Borrower may otherwise expressly provided agree in writing. For purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, calculations Indebtedness of the Borrower and other determinations under the Loan Documents its Subsidiaries shall be made in accordance with GAAP; provided thatdeemed to be carried at 100% of the outstanding principal amount thereof, if and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower, Agent the Borrower or the Required Lenders shall so request, Borrower, Agent and the Required Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAPGAAP (subject to the approval of the Required Lenders and the Borrower); providedprovided that, further, that until so amended, (ai) such ratio or requirement shall continue to be computed in accordance KL2 3287103.6 ​ with GAAP prior to such change therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders with 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. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules For purposes of construction, determining compliance with any incurrence or expenditure tests set forth in Section 15 of this Agreement. All other terms contained in this Agreement7.01, unless otherwise indicatedSection 7.02 and Section 7.03, shall have the meaning provided by the Code any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Agents or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Agents) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms are defined thereinof Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Agents or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Agents) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

ACCOUNTING AND OTHER TERMS. Except as otherwise expressly provided herein, all accounting Accounting terms not otherwise defined herein in this Agreement shall be construed in conformity following GAAP, except with GAAP. Financial respect to unaudited financial statements and other information required to be delivered by Borrower to the Lenders pursuant to Sections 7.2(a(i) for non-compliance with FAS 123R and (bii) shall be prepared in accordance with GAAP as in effect at for the time absence of such preparation and, except as otherwise expressly provided herein, calculations footnotes and other determinations under the Loan Documents shall be made in accordance with GAAPsubject to year-end audit adjustments; provided that, that if at any time any change in GAAP would affect the computation of any financial ratio covenant or requirement set forth in any Loan Document, and either Borrower, Agent Borrower or the Required Lenders Bank shall so request, Borrower, Agent Borrower and the Required Lenders Bank shall negotiate in good faith to amend such ratio covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that that, until so amended, amended (a) such ratio covenant or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Agent and the Lenders with Bank 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, provided, further, that any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect of the Effective Date shall not be treated as a capital lease obligation solely as a result of the adopting of changes in GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings, and all terms contained in the Loan Documents shall be subject to the rules of construction, meanings set forth in Section 15 of this Agreement13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.