Common use of Accounting Terms and Determinations Clause in Contracts

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Borrower notifies the Administrative Agent that it wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the such Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Borrower Company notifies the Administrative Agent that it wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders wish to amend Section 5.10 for such purpose), then the each Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent Agents that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies Agents notify the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower Company notifies the Administrative Agent (and the Agent shall promptly notify each Bank of the contents of any such notice) that it the Company wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, GAAP applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountantsaccountants and, with respect to financial covenants including the related definitions, except for eliminating the effects of FIN 46(R)) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of “EQR, that on a consolidated basis,” EQR shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower’s Parent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Parent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in agreed to by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Guarantor's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower Guarantor and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if either (i) the Borrower Guarantor notifies the Administrative Agent that it the Guarantor wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article 5 or (or if ii) the Administrative Agent notifies the Borrower Guarantor that the Required Lenders wish it wishes to amend Section 5.10 for effect such purpose)an elimination, then the Borrower’s Guarantor's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Borrower Guarantor and the Required LendersAgent to reflect such change in generally accepted accounting principles.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in with by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States of America ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower’s Parent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Parent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Borrowers' independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Xxxx delivered to the LendersLead Agent and the Banks; providedprovided that, that if the Borrower Xxxx notifies the Administrative Lead Agent and the Banks that it Xxxx wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Lead Agent notifies the Borrower Xxxx that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Xxxx'x compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Xxxx and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States of America (“GAAP”), applied on a basis consistent (except for changes concurred in by the BorrowerParent’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the BorrowerParent’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States of America (“GAAP”), applied on a basis consistent (except for changes concurred in by the BorrowerParent’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the BorrowerParent’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedBanks, that provided that, if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks. Calculations with respect to periods commencing prior to the Closing Date shall be made as if the Predecessor were the Borrower.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied (effective after delivery of the Initial Financial Statements) on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities acquired as permitted under Section 5.21(b) and (ii) if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 any such covenant for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if either (i) the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article 5 or (or if ii) the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 for effect such purpose)an elimination, then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks to reflect such change in generally accepted accounting principles.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; provided, provided that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial covenant in Section 5.10 any provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 any provision hereof for such purpose), then the Borrower’s compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred made in by consultation with the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent -------- that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; provided, provided that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the BorrowerCompany’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks. Without limiting the foregoing, unless and until the Company notifies the Administrative Agent otherwise, leases shall be classified and accounted for on a basis that does not give effect to Accounting Standards Update 2016-02 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant (and any related definition) in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks, respectively.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent Guarantor and its Consolidated Subsidiaries delivered for the fiscal year ended October 3, 1997 referred to in paragraph (a) of Section 4.04 (except for changes to which independent public accountants for the Lenders; providedParent Guarantor take no exception) provided that, that if the Borrower notifies Borrowers notify the Administrative Agent Agents that it wishes the Borrowers wish to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies Agents notify the Borrower Borrowers that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Borrowers' compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent Guarantor, the Borrowers and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then AES Fourth Amended and Restated Credit Agreement the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend any calculation of the financial covenant in Section 5.10 “Recourse Debt to Cash Flow Ratio” to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant calculation (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 such calculation for such purpose), then the Borrower’s compliance with such covenant calculation shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant calculation is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; provided, provided that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 any provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 any provision hereof for such purpose), then the Borrower’s compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAgent; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article VI to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article VI for such purpose), then the Borrower’s 's compliance with such covenant shall be determined applied on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower’s Parent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Parent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; provided, provided that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Lenders.Banks. Credit Agreement

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States (“GAAP”), applied on a basis consistent (except for changes concurred in by the Borrower’s Credit Parties’ independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Credit Parties delivered to the Lenders; providedprovided that, that if if: (a) the Borrower Representative notifies the Administrative Agent Lenders that it wishes the Borrowers wish to amend the financial covenant in Section 5.10 any provision of any Loan Document to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant provision, or (or if b) the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.10 any provision of any Loan Document for such purpose), then the Borrower’s compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Representative and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks. ARTICLE 2.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant (and any related definition) in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks, respectively. Without limitation on the foregoing, any reference in any definitions to cash charges shall mean charges that are or are expected to be incurred or paid in cash, and any reference to non-cash charges shall mean charges that are not expected to be paid in cash at any time.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent in all material respects (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks, and the parties hereto agree to enter into negotiations in good faith in order to amend such provisions in a credit-neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition and performance of the Company and its Consolidated Subsidiaries shall be the same after such changes as if such changes had not been made.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that (x) if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks, and (y) for purposes of determining Consolidated Net Worth, generally accepted accounting principles as in effect at the time of and as used to prepare the financial statements referred to in Section 4.4(a) hereof shall be used for such determination, notwithstanding any change in such generally accepted accounting principles after the date of such financial statements.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States (“GAAP”), applied on a basis consistent (except for changes concurred in by the Borrower’s Credit Parties’ independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Credit Parties delivered to the Lenders; providedprovided that, that if if: (a) the Borrower notifies the Administrative Agent Lenders that it the Borrower wishes to amend the financial covenant in Section 5.10 any provision of any Loan Document to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant provision, or (or if b) the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 any provision of any Loan Document for such purpose), then the Borrower’s compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect effect, from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of such generally accepted accounting principles as in effect immediately before the relevant change in such generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks. The pro forma condensed financial statements to be delivered by the Borrower pursuant to Sections 5.01(a)(ii) or 5.01(b)(y)(A) shall be prepared on a basis consistent with the pro forma condensed financial information presented in the Information Memorandum.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; provided, provided that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial covenant in Section 5.10 any provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 any provision hereof for such purpose), then the Borrower’s compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities or assets acquired as permitted under Section 5.21(b) and (ii) if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities acquired as permitted under Section 6.21(b) and (ii) if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 6 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks. Section 1.3.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso, shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 any such covenant for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial calculation of the Borrower's Debt Coverage Ratio for purposes of determining Pricing Periods or to amend any covenant in Section 5.10 Article V, in either case to eliminate the effect of any change in generally accepted accounting principles on the operation of such calculation or covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 any such calculation or covenant for such purpose), then such calculation or the Borrower’s 's compliance with such covenant covenant, as the case may be, shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such calculation or covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if either (i) the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article 5 or (or if ii) the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 for effect such purpose)an elimination, then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks to reflect such change in generally accepted accounting principles.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, GAAP applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountantsaccountants and, with respect to financial covenants including the related definitions, except for eliminating the effects of FIN 46(R) and FAS APB 14-a) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of “EQR, that on a consolidated basis,” EQR shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred made in by consultation with the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent Agents that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies Agents notify the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks. Section 1.03.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with U.S. generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks by the Borrower pursuant to this Agreement; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 any provision hereof to eliminate the effect of any change after the date hereof in such generally accepted accounting principles (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof) on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 any such provision for such purpose), then such provision shall be interpreted and the Borrower’s 's compliance with such covenant provision shall be determined determined, and all accounting determinations with respect thereto shall be made, on the basis of such generally accepted accounting principles as in effect immediately before the relevant change in such generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks. SECTION 1.3.

Accounting Terms and Determinations. Unless ----------------------------------- otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent and the Banks; providedprovided that, that if the Borrower notifies the Administrative -------- Agent and the Banks that it Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in with by the Borrower’s Borrower s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in United States generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s Borrower s compliance with such covenant shall be determined on the basis of United States generally accepted accounting principles as in effect immediately before the relevant change in United States generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements included in Annual Statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles practices prescribed or permitted by applicable insurance regulatory authorities as in effect from time to timetime (the "Insurance Accounting Principles"), applied on a basis consistent (except for changes concurred in required by the Borrower’s independent public accountantssuch insurance regulatory authorities) with the most recent audited consolidated financial statements Annual Statement of the applicable Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided -------- that, that if the such Borrower notifies the Administrative Agent that it wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles Insurance Accounting Principles on the operation of such covenant (or if the Administrative Agent notifies the such Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the such Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as practices prescribed or permitted by insurance regulatory authorities in effect immediately before the relevant change in generally accepted such accounting practices or principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Borrowers and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States, applied on a basis consistent (except for changes concurred in by the Borrower’s Holdings' independent public accountants) with the most recent audited consolidated financial statements of the Borrower Holdings and its Consolidated Subsidiaries and/or QSC and its Consolidated Subsidiaries delivered to the Agent (and delivered by the Agent to the Lenders); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect in the United States immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with United States generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies -------- the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, unless or until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Agent shall promptly notify the Lenders of any notice received from the Borrower pursuant to this Section.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks prior to the Effective Date; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies -------- ---- the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the BorrowerCompany’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Borrowers and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower’s Credit Parties' independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Credit Parties delivered to the Lenders; providedprovided that, that if if: (a) the Borrower Representative notifies the Administrative Agent Lenders that it wishes the Borrowers wish to amend the financial covenant in Section 5.10 any provision of any Loan Document to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant provision, or (or if b) the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.10 any provision of any Loan Document for such purpose), then the Borrower’s compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Representative and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCarlisle’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Carlisle and its Consolidated Subsidiaries delivered to the LendersBanks prior to the Effective Date; providedprovided that, that if the Borrower Carlisle notifies the Administrative Agent that it Carlisle wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Carlisle that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the BorrowerCarlisle’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Carlisle and the Required LendersBanks.

Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in United States generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined applied on the basis of United States generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles GAAP as in effect from time to timetime (recognizing that unaudited interim financial statements may be subject to normal year-end adjustments and may not contain footnotes), applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 any covenant in Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in with by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Documentation Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Documentation Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Borrower notifies the Administrative Agent that it wishes to amend the financial covenant in Section ‎Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section ‎Section 5.10 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the US Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the US Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities acquired as permitted under Section 6.22(b) and (ii) if the a Borrower notifies the Administrative Agent that it such Borrower wishes to amend the financial any covenant in Section 5.10 Article 6 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the either Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then the Borrower’s Borrowers’ compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Borrowers and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.the

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein in this Agreement shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 any such covenant for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in with by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Documentation Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Documentation Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein or in any of the Loan Documents shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accepts accounting principles in Mexico as in effect from time to time, time (“Mexican GAAP”). applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and Consolidated Borrower, its respective Consolidated Subsidiaries and the Guarantors delivered to the LendersBanks; provided, that if the Borrower notifies the Administrative Agent that it the Borrower reasonably wishes to amend the financial covenant in Section 5.10 any provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant Mexican GAAP (or if the Administrative Agent notifies and the Syndication Agent notify the Borrower that the Required Lenders Banks reasonably wish to amend Section 5.10 any provision for such purpose), then the Consolidated Borrower’s compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles as Mexican GAAP in effect immediately before the relevant change in generally accepted accounting principles Mexican GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerGuarantor’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Guarantor and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Borrower Guarantor notifies the Administrative Agent that it the Guarantor wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Guarantor that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the BorrowerGuarantor’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Guarantor and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedPROVIDED that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in United States generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined applied on the basis of United States generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s AES's independent public accountants) with the most recent audited consolidated financial statements of the Borrower AES and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Borrower AES notifies the Administrative Agent that it AES wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower AES that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s AES's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower AES and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower’s ---- Parent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower Parent notifies the Administrative Agent -------- that it the Parent wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s Parent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lendersdescribed in Section 4.4 (a); providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles CREDIT AGREEMENT, PAGE 9 15 on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect for U.S. domiciled companies from time to time, applied on a basis consistent (except for changes concurred in approved by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBank; provided, provided that if the Borrower notifies the Administrative Agent Bank that it wishes the Borrower desires to amend the financial any covenant in Section 5.10 Article VI (or any related definition) to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if such definition), or the Administrative Agent Bank notifies the Borrower that the Required Lenders wish Bank wishes to amend Section 5.10 any such covenant (or any such definition) for such purpose), then the Borrower’s 's compliance with such covenant shall be determined (or such definition shall be interpreted) on the basis of generally accepted accounting principles as in effect immediately before the relevant such change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant (or such definition) is amended in a manner satisfactory to the Borrower and the Required LendersBank.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, GAAP applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountantsaccountants and, with respect to financial covenants including the related definitions, except for eliminating the effects of FIN 46(r)) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of “EQR, that on a consolidated basis,” EQR shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent in all material respects (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower Company notifies the Administrative Senior Managing Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Senior Managing Agent notifies the Borrower Company that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required LendersBanks, and the parties hereto agree to enter into negotiations in good faith in order to amend such provisions in a credit-neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition and performance of the Company and its Consolidated Subsidiaries shall be the same after such changes as if such changes had not been made.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States, applied on a basis consistent (except for changes concurred in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries or Corp. and its Consolidated Subsidiaries, as the case may be, in each case delivered to the Lenders; providedprovided that, that if the Borrower Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect in the United States immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Lenders.

Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Documentation Agent -------- that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V or any related definition to eliminate the effect of any change in generally accepted accounting principles after the date hereof on the operation of such covenant or definition (or if the Administrative Documentation Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V or any related definition for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant or definition is amended in a manner satisfactory to the Borrower and the Required LendersBanks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Senior Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Senior Administrative Agent notifies the Borrower that the Required Lenders Majority Banks wish to amend Section 5.10 Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required LendersMajority Banks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s Guarantor's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Guarantor and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate a material variation in the effect operation of any such covenant by virtue of a change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Guarantor, the Borrower and the Required LendersBanks. ARTICLE II THE CREDITS SECTION 2.01.