Common use of Accounting Terms and Determinations Clause in Contracts

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before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.

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

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

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, GAAP applied on a basis consistent (except for changes concurred with in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Administrative Agent; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles GAAP in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrower and the Required BanksBanks (provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments (or any other ASC Topic having a similar effect to value any Indebtedness or other liabilities of any Group Member at “fair value”)).

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

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

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

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

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

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

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent in all material respects (except for changes concurred with in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Banks; provided PROVIDED that, if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks, and the parties hereto agree to enter into negotiations in good faith in order to amend such provisions in a credit-neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition and performance of the Company and its Consolidated Subsidiaries shall be the same after such changes as if such changes had not been made.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Banks; provided that, (x) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks, and (y) for purposes of determining Consolidated Net Worth, generally accepted accounting principles as in effect at the time of and as used to prepare the financial statements referred to in Section 4.4(a) hereof shall be used for such determination, notwithstanding any change in such generally accepted accounting principles after the date of such financial statements.

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

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with in by the BorrowerCompany’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks (Banks; provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied); provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerCompany’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks. Without limiting the foregoing, unless and until the Company notifies the Administrative Agent otherwise, leases shall be classified and accounted for on a basis that does not give effect to Accounting Standards Update 2016-02 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent in all material respects (except for changes concurred with in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Banks; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 for such purpose), then the Borrower’s Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks, and the parties hereto agree to enter into negotiations in good faith in order to amend such provisions in a credit-neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition and performance of the Company and its Consolidated Subsidiaries shall be the same after such changes as if such changes had not been made.

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

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

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered referred to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)in Section 4.04; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend the definition of the term "Level I Pricing Period" or "Level II Pricing Period" or any covenant contained in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on such definition or on the operation of such covenant or such determination (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 any such definition or covenant or such determination for such purpose), then such definitions and the Borrower’s 's compliance with such covenant covenant, as applicable, shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended amendment becomes effective in a manner satisfactory to the Borrower and the Required Banksaccordance with this Agreement.

Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with in by the Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks (Banks; provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied); provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 any provision hereof for such purpose), then the Borrower’s compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Company and the Required Banks. (b) For purposes of determining compliance with the provisions of Sections 5.08 on any date prior to January 29, 2000, "EBIT" for the relevant period shall be "EBIT" for the period from and including January 31, 1999 to and including

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

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

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Banks; provided that, no change in generally accepted accounting principles shall affect the operation of any covenant if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any such covenant in Article 5 to eliminate the such effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, ) until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Until such notice is given or withdrawal is made, as the case may be, the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective.

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

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

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

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

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

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

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with U.S. generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with in by the Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks (provided that for by the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Borrower pursuant to this Agreement; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change after the date hereof in such generally accepted accounting principles (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof) on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 any such provision for such purpose), then such provision shall be interpreted and the Borrower’s 's compliance with such covenant provision shall be determined determined, and all accounting determinations with respect thereto shall be made, on the basis of such generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in such generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required Banks. ARTICLE 2 The Credits Section

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent Guarantor and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose fiscal year ended September 29, 2000 referred to in paragraph (a) of calculating covenant compliance under Article 5, Section 4.04 (except for changes to which independent public accountants for the effect of FASB ASC Topic 815 shall not be applied); Parent Guarantor take no exception) provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 for such purpose), then the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Parent Guarantor, the Borrower and the Required Banks.Lenders..

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

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States (“GAAP”), applied on a basis consistent (except for changes concurred with in by the BorrowerParent’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Banks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied)Banks; provided that, if the Borrower Parent notifies the Administrative Agent that the Borrower Parent wishes to amend any covenant in Article 5 VI to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks wish to amend Article 5 VI for such purpose), then the BorrowerParent’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Banks. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

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

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

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

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

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

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