Common use of Accounting Terms and Determination Clause in Contracts

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrowers and their Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant in ARTICLE VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers that the Required Lenders wish to amend ARTICLE VI for such purpose), then the Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers and the Required Lenders. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers Borrower and their its Subsidiaries last delivered to the Administrative Agent Lender in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent Lender that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent Lender notifies the Borrowers Borrower that the Required Lenders wish Lender wishes to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required LendersLender. The parties hereto hereby agree Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness or other liabilities of this Agreementthe Borrower or any Subsidiary at “fair value”, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial CHAR1\935816v6 statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree ; provided, further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to negotiate change its fiscal year end in good faith to amend accordance with Section 7.10 and such change effects any covenant in Article VI, then the Borrower’s compliance with such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes determined on the basis of this Agreementthe fiscal year end in effect immediately before such requested change in fiscal year end became effective, including, without limitation, for calculating financial ratios herein until such covenant is amended in a manner satisfactory to the Borrower and determining compliance with the financial covenants hereinRequired Lenders.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries REIT Guarantor delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases or would have been treated as an operating lease on December 31, without limitation2018 to be treated as capitalized leases shall be disregarded and such leases shall (unless otherwise elected by the Borrower to be treated as either an operating lease or a capital lease, for calculating financial ratios herein and determining compliance at the sole discretion of the Borrower) continue to be, or shall be, treated as operating leases consistent with the financial covenants hereinGAAP as in effect immediately before such change in GAAP became effective.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting or financial terms used herein shall be interpreted, all accounting or financial determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Parent delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Parent notifies the Administrative Agent that the Borrowers wish Parent wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Parent that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Parent’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Parent and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that (i) any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein, or (ii) any change in accounting for leases pursuant to FASB Statement GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 159 shall 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be disregarded for all purposes of this Agreementso treated under GAAP as in effect on December 31, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein2015.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers Borrower and their its Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness or other liabilities of this Agreementthe Borrower or any Subsidiary at “fair value”, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries REIT Guarantor delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases or would have been treated as an operating lease on the Closing Date to be treated as capitalized leases shall be disregarded and such leases shall (unless otherwise elected by the Borrower to be treated as either an operating lease or a capital lease, without limitationat the sole discretion of the Borrower) continue to be, for calculating financial ratios herein and determining compliance or shall be, treated as operating leases consistent with the financial covenants hereinGAAP as in effect immediately before such change in GAAP became effective.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein, and (ii) if any change in good faith to amend such covenant to preserve the original intent thereof in light of GAAP would recharacterize an operating lease as a capital lease or treat a new lease that except for such change to GAAP. Furthermorewould have been characterized as an operating lease, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 as a capital lease, such change shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereindisregarded.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein. Notwithstanding the above, the parties hereto hereby acknowledge and agree to negotiate that all calculations of the financial covenant contained in good faith to amend such Article VI (including for purposes of determining the Applicable Margin and any transaction that by the terms of this Agreement requires that any financial covenant to preserve contained in Article VI be calculated on a “Pro Forma Basis”) shall be made on a Pro Forma Basis consistent with the original intent thereof in light definition of such change term. Notwithstanding any other provision contained herein or in the other Loan Documents, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness or as a capital lease and shall continue to GAAP. Furthermorebe treated as an operating lease (and any future lease, if it were in effect on the Borrowers hereby agree date hereof, that any election pursuant to FASB Statement No. 159 would be treated as an operating lease for purposes of GAAP as of the date hereof shall be disregarded treated as an operating lease), in each case for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with notwithstanding any actual or proposed change in GAAP after the financial covenants hereindate hereof.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers Borrower and their its Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers Borrower and their its Subsidiaries last delivered to the Administrative Agent Lender in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent Lender that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent Lender notifies the Borrowers Borrower that the Required Lenders wish Lender wishes to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required LendersLender. The parties hereto hereby agree Notwithstanding the foregoing, to negotiate the extent any lease would be accounted for as an operating lease under GAAP as in good faith effect on the Closing Date, such lease shall continue to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded classified and accounted for as an operating lease for all purposes of this AgreementAgreement notwithstanding any change in GAAP relating thereto, includingunless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without limitationgiving effect to any election under Accounting Standards Codification Section 825-10 to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Ensign delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases (or which, without limitationhad they been entered into prior to the Original Closing Date, for calculating would have been treated as an operating lease on the Original Closing Date) to be treated as capitalized leases shall be disregarded and such leases shall continue to be, or shall be, treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective. Notwithstanding anything to the contrary herein, all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants herein.ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period,

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases (or which, without limitationhad they been entered into prior to the Closing Date, would have been treated as an operating lease on the Closing Date) to be treated as capitalized leases shall be disregarded and such leases shall (unless otherwise elected by the Borrower with respect to any lease with annual lease payments no greater than $2,500,000 individually or in the aggregate for calculating all such leases, which shall be treated as either an operating lease or a capital lease, at the sole discretion of the Borrower) continue to be, or shall be, treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective. Notwithstanding anything to the contrary herein, all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants hereinratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the last day of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent Lenders that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE VI provision to eliminate the effect of any change in GAAP on the operation of such covenant provision (or if the Administrative Agent notifies Required Lenders notify the Borrowers Borrower that the Required Lenders wish to amend ARTICLE VI any provision for such purpose), then the Borrowers’ Borrower’s compliance with such covenant provision shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree It is understood and agreed that, solely with respect to negotiate any change in good faith GAAP after the Closing Date with respect to amend such covenant to preserve the original intent thereof accounting for leases as either operating leases or capital leases, any lease that is not (or would not be) a capital lease under GAAP as in light effect on the Closing Date will not be treated as a capital lease hereunder solely as a result of such change in GAAP after the Closing Date. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to GAAP. Furthermoreherein shall be made, the Borrowers hereby agree that without giving effect to any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness or other liabilities of this Agreementany Loan Party or any Subsidiary of any Loan Party at “fair value”, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries Borrower last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under FASB ASC Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness or other liabilities of this Agreementany Loan Party or any Subsidiary of any Loan Party at “fair value”, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to preserve value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein and (b) all leases that would be treated as operating leases for purposes of GAAP on the original intent thereof in light date hereof shall continue to be accounted for as operating leases for purposes of such all financial definitions and calculations hereunder regardless of any change to GAAP. Furthermore, GAAP following the Borrowers hereby agree date hereof that any election pursuant would otherwise require such leases to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereintreated as Capital Lease Obligations.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases (or which, without limitationhad they been entered into prior to the Original Closing Date, for calculating would have been treated as an operating lease on the Original Closing Date) to be treated as capitalized leases shall be disregarded and such leases shall continue to be, or shall be, treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective. Notwithstanding anything to the contrary herein, all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants hereinratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the last day of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers Borrower and their its Subsidiaries last delivered to the Administrative Agent in connection with this Agreementprior to the Closing Date); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under FASB ASC 825 (or any similar accounting principle) permitting a Person to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating value its financial ratios herein and determining compliance with liabilities at the financial covenants hereinfair value thereof.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree ; provided, further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to negotiate change its fiscal year end in good faith to amend accordance with Section 7.12 and such change effects any covenant in Article VI, then the Borrower’s compliance with such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes determined on the basis of this Agreementthe fiscal year end in effect immediately before such requested change in fiscal year end became effective, including, without limitation, for calculating financial ratios herein until such covenant is amended in a manner satisfactory to the Borrower and determining compliance with the financial covenants hereinRequired Lenders.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that all such accounting terms interpreted and accounting determinations made shall, in any event, include all activities, operations and financial results of Space &Technology / Montreal and any other discontinued operations of the Borrower or its Subsidiaries as if such division or other discontinued operations were continuing operations (other than accounting for depreciation and valuation allowances of such discontinued operations); provided further, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP DB1/ 110470318.9 52 in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. FurthermoreNotwithstanding any other provision contained herein, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded (a) for all purposes of this Agreement, includingand the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Lease Obligations in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 24, 2016 of Accounting Standards Update No. 2016-02, and (b) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without limitationgiving effect to (i) Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect), for calculating (ii) any election under Financial Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Borrower or any Subsidiary at “fair value” as defined therein or (iii) any treatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial ratios herein accounting standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and determining compliance with such Indebtedness shall at all times be valued at the financial covenants hereinfull stated principal amount thereof. Section 1.4.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE VI provision to eliminate the effect of any change in GAAP on the operation of such covenant provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE VI any provision for such purpose), then the Borrowers’ Borrower’s compliance with such covenant provision shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree It is understood and agreed that, solely with respect to negotiate any change in good faith GAAP after the Closing Date with respect to amend such covenant to preserve the original intent thereof accounting for leases as either operating leases or capital leases, any lease that is not (or would not be) a capital lease under GAAP as in light effect on the Closing Date will not be treated as a capital lease hereunder solely as a result of such change in GAAP after the Closing Date. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to GAAP. Furthermoreherein shall be made, the Borrowers hereby agree that without giving effect to any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness or other liabilities of this Agreementany Loan Party or any Subsidiary of any Loan Party at “fair value”, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated and consolidating financial statements statement(s) of the Borrowers and their Subsidiaries delivered pursuant to Section 5.1(a4.15(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreementor Section 5.7(a); provided, that if the Borrowers notify Borrower Representative notifies the Administrative Agent that the Borrowers wish to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower Representative that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrowers and the Required Lenders. The parties hereto hereby agree Until such time as such an amendment shall have been executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders, (a) all financial covenants shall continue to negotiate be calculated or construed as if such change in good faith GAAP had not occurred and (b) the Borrowers shall provide to amend such covenant to preserve the original intent thereof in light Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change to in GAAP. FurthermoreNotwithstanding the foregoing, the Borrowers hereby agree that all financial covenants contained herein shall be calculated without giving effect to any election pursuant under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to FASB Statement Novalue its financial liabilities at the fair value thereof. 159 With respect to entities organized in a jurisdiction outside the United States and any accounting determinations to be made hereunder on a basis other than on a consolidated basis, GAAP shall be disregarded for all purposes mean generally accepted accounting principles of this Agreementsuch jurisdiction, including, without limitation, for calculating financial ratios herein and determining compliance applied on a consistent basis in accordance with the financial covenants hereinsuch entities’ past practices.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers Parent and their its Subsidiaries delivered pursuant to Section ‎Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE ‎ARTICLE VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE ‎ARTICLE VI for such purpose), then the Borrowers’ Parent's and its Subsidiaries' compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to FASB Statement Novalue its financial liabilities at the fair value thereof. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and With respect to determining compliance with the financial covenants hereinset forth in ARTICLE VI for any proposed Permitted Acquisition or the proposed Specified Acquisition, such calculation shall include the pro forma EBITDA, EBITDAR, Fixed Charges or other determining factors for the applicable financial covenant of any Person or business acquired for the applicable period preceding such acquisition, not to exceed four (4) Fiscal Quarters, so long as the calculation thereof is done in a manner reasonably calculated to comply with GAAP and such calculation is detailed in the supporting calculations to each applicable Compliance Certificate as detailed and measured to the Administrative Agent's reasonable satisfaction.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated combined financial statements statement of the Existing Credit Agreement Borrowers and their Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement7.1(a); provided, that if the Existing Credit Agreement Borrowers notify the Administrative Agent that the Existing Credit Agreement Borrowers wish to amend any covenant in ARTICLE VI Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Guarantor Representative that the Required Lenders wish to amend ARTICLE VI Article VIII for such purpose), then compliance by the Borrowers’ compliance Existing Credit Agreement Borrowers with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Existing Credit Agreement Borrowers and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Statement of Financial Accounting Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness of this Agreementany Loan Party or any Subsidiary of any Loan Party at “fair value”, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein.as defined therein

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and determining compliance such leases shall continue to be treated as operating leases consistent with the financial covenants hereinGAAP as in effect immediately before such change in GAAP became effective.

Accounting Terms and Determination. (a) Unless otherwise defined or 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, on a consolidated basis for the Borrower and its Non-MSB Subsidiaries solely (and, in all circumstances, shall exclude any and all results of operations of any of the Unrestricted MSB Subsidiaries for purposes of calculating and determining the financial covenants set herein and the accounting terms used herein) in accordance with GAAP as in effect from time to time, applied on a basis consistent (except (i) as provided above as it relates to the exclusion of the results of operations of the Unrestricted MSB Subsidiaries and (ii) for such changes approved or required by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement6.01(a); provided, that if the Borrowers notify Borrower notifies the Administrative Agent Lender that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE VI Article VII to eliminate the effect of any change in GAAP on the operation of any such covenant (or if the Administrative Agent Lender notifies the Borrowers Borrower that the Required Lenders wish it wishes to amend ARTICLE VI Article VII for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP requirements in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinLender.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries Borrower last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under FASB ASC Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases or would have been treated as an operating lease on December 31, without limitation2018 to be treated as capitalized leases shall be disregarded and such leases shall (unless otherwise elected by the Borrower to be treated as either an operating lease or a capital lease, for calculating at the sole discretion of the Borrower) continue to be, or shall be, treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective; provided further that the Borrower shall provide to the Administrative Agent and the Lenders financial ratios herein statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation reflecting such treatment. Only the Borrower’s Ownership Share of the financial attributes of a non-Wholly Owned Subsidiary shall be considered when determining compliance with any of the financial covenants hereinFinancial Covenants.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, for purposes of Article VI, Section 7.1 and Section 7.4, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded for all purposes value any Indebtedness or other liabilities of this Agreementany Loan Party or any Subsidiary of any Loan Party at "fair value", including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants hereinas defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement6.1(a); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE VI Article VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE VI Article VII for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree ; provided, further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to negotiate change its fiscal year end in good faith to amend accordance with Section 8.10 and such change effects any covenant in Article VII, then the Borrower’s compliance with such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes determined on the basis of this Agreementthe fiscal year end in effect immediately before such requested change in fiscal year end became effective, including, without limitation, for calculating financial ratios herein until such covenant is amended in a manner satisfactory to the Borrower and determining compliance with the financial covenants hereinRequired Lenders.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been deliveredprior to the first delivery thereof, on a basis consistent with the audited consolidated financial statements of Ensign for the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreementfiscal year ended December 31, 2018); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany lease that was accounted for by any Person as an operating lease as of December 31, without limitation2018 and any lease 40 entered into after December 31, 2018 that would have been accounted for calculating as an operating lease if such lease had been in effect on December 31, 2018 shall be accounted for as an operating lease consistent with GAAP as in effect on December 31, 2018. Notwithstanding anything to the contrary herein, all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants hereinratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrowers Borrower and their its Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers Borrower and their its Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers Borrower hereby agree agrees that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrowers and their Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement)Consistent Basis; provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE VI provision to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE VI any provision for such purpose), then the Borrowers’ compliance with such covenant provision shall be determined interpreted on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree With respect to negotiate (a) calculations of the financial covenants set forth in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, Article VI (including, without limitation, for calculating financial ratios herein and determining compliance with the calculations of such financial covenants on a Pro Forma Basis in connection with a Permitted Acquisition), (b) calculations related to the negative covenants set forth in Article VII and (c) any calculation of Total Shareholders’ Equity, each such calculation shall be made excluding the effects of any impairment charges resulting from the adoption and ongoing application of Financial Accounting Standards Board Statement of Financial Accounting Standards Nos. 141 and 142 by the Borrower or its Affiliates. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries REIT Guarantor delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases (or which, without limitationhad they been entered into prior to the Closing Date, would have been treated as an operating lease on the Closing Date) to be treated as capitalized leases shall be disregarded and such leases shall (unless otherwise elected by the Borrower with respect to any lease with annual lease payments no greater than $2,500,000 individually or in the aggregate for calculating financial ratios herein and determining compliance all such leases, which shall be treated as either an operating lease or a capital lease, at the sole discretion of the Borrower) continue to be, or shall be, treated as operating leases consistent with the financial covenants hereinGAAP as in effect immediately before such change in GAAP became effective.

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein and (b) the accounting for any lease (and whether such lease shall be disregarded for all purposes treated as a capitalized lease) shall be based on GAAP as in effect on the Closing Date and without giving effect to any subsequent changes in GAAP (or required implementation of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with any previously promulgated changes in GAAP) relating to the financial covenants hereintreatment of a lease as an operating lease or capitalized lease .

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases (or which, without limitationhad they been entered into prior to the Original Closing Date, for calculating would have been treated as an operating lease on the Original Closing Date) to be treated as capitalized leases shall be disregarded and such leases shall continue to be, or shall be, treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective. Notwithstanding anything to the contrary herein, all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants hereinratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being 38 US-DOCS\51545218.9 understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from US-DOCS\107476819.12 time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingany change in GAAP requiring leases which were previously classified as operating leases (or which, without limitationhad they been entered into prior to the Original Closing Date, for calculating would have been treated as an operating lease on the Original Closing Date) to be treated as capitalized leases shall be disregarded and such leases shall continue to be, or shall be, treated as operating leases consistent with GAAP as in effect immediately before such change in GAAP became effective. Notwithstanding anything to the contrary herein, all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants hereinratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. (a) Unless otherwise defined or specified hereinherein (including as set forth in Section 1.7), 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 GAAP as in effect from time to time, applied applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Holdings delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders. The parties Lenders (and each party hereto hereby agree agrees to negotiate in good faith with respect to amend such covenant amendment). Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to preserve the original intent thereof in light of such change herein shall be made, without giving effect to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to FASB Statement No. 159 shall be disregarded value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein; and (ii) for all purposes of this Agreement, includingGAAP will be deemed to treat operating leases and capitalized leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, without limitation2016 of Accounting Standards Update No. 2016-02. Notwithstanding anything to the contrary herein, for calculating all financial ratios herein and determining tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial covenants ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account). Notwithstanding anything to the contrary herein, all financial ratios and tests contained in this Agreement that are calculated with respect to any Test Period during which any designation or redesignation with respect to any Specified Conflicted Subsidiary permitted hereunder occurs shall be calculated with respect to such Test Period and such designation or redesignation permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on 52 or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Specified Conflicted Subsidiary Acquisition”) any designation or redesignation with respect to any Specified Conflicted Subsidiary permitted hereunder shall have occurred then any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such designation or redesignation permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period, and no designation or redesignation with respect to any Specified Conflicted Subsidiary permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrowers notify Borrower notifies the Administrative Agent that the Borrowers wish Borrower wishes to amend any covenant in ARTICLE Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders wish to amend ARTICLE Article VI for such purpose), then the Borrowers’ Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers Borrower and the Required Lenders; provided, further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to change its fiscal year end in accordance with Section 7.12 and such change effects any covenant in Article VI, then the Borrower's compliance with such covenant shall be determined on the basis of the fiscal year end in effect immediately before such requested change in fiscal year end became effective, until such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein.Section 1.4

Accounting Terms and Determination. (a) Unless otherwise defined or 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 GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrowers and their Subsidiaries Loan Parties delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement7.1(a); provided, that if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant in ARTICLE VI Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers Borrower Representative that the Required Lenders wish to amend ARTICLE VI Article VIII for such purpose), then compliance by the Borrowers’ compliance Borrowers with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers and the Required Lenders. The parties hereto hereby agree Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to negotiate in good faith herein shall be made, without giving effect to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any election pursuant under Accounting Standards Codification Section 825-10 (or any other financial accounting standard having a similar result or effect) to FASB Statement Novalue any Indebtedness of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein. 159 It is understood and agreed that, notwithstanding anything to the contrary in GAAP or set forth herein, where reference is made to the Loan Parties on a consolidated basis or the US Borrower and its Subsidiaries on a consolidated basis or similar language, such consolidation shall be disregarded not include any Unrestricted Subsidiary for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the calculations of financial covenants hereinor any ratio tests (except with respect to the covenant and tests under Section 8.4 that will be measured based on the Consolidated Net Income and total assets of the US Borrower and all of its Subsidiaries as more fully described therein).