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 determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Buyer hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's ’s independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein and not defined herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Administrative Agent, the Collateral Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPU.S. GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower referred and its Consolidated Entities delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Bank Parties.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time in the United States of America, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the a Borrower's ’s independent public accountants)) with the most recent audited financial statements of such Borrower delivered to the Banks hereunder.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time in the United States of America, applied on a basis consistent (except for changes concurred in by a Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower referred delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Banks hereunder.

Accounting Terms and Determinations. Unless otherwise specified herein, all terms of an accounting terms character used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's independent public accountants)accountants or otherwise required by a change in GAAP) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the most recent audited financial statements of the Borrower referred delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Bank.

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates statements, certificates, and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Buyer hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified ----------------------------------- expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Bank hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with GAAP and the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Investment Company Act.

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Buyer hereunder shall be prepared, in accordance with GAAP; provided, applied on a basis consistent with that, to the audited extent that financial statements and certificates and reports as to financial matters from Transaction Asset Obligors are delivered under the Transaction Asset Documents based on cash-based real estate accounting, such accounting basis shall be used in lieu of the Borrower referred to in Section 7.02 (except GAAP for changes concurred with by the Borrower's independent public accountants)such financial statements and certificates and reports.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the BorrowerCompany's independent public accountants)) with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Banks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section SECTION 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower referred and its Consolidated Subsidiaries delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Banks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower referred and its Consolidated Entities delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Bank Parties.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Holders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower Company referred to in Section 7.02 (except for changes concurred with by the BorrowerCompany's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower MMR referred to in Section 7.02 (except for changes concurred with by the BorrowerMMR's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes approved by the Required Banks and by Borrower's independent certified public accountants) with the most recent audited financial statements of Borrower delivered to the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Banks.

Accounting Terms and Determinations. Unless otherwise specified hereinspecified, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, all records and books of account shall be kept and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent prepared or the Lenders hereunder delivered shall be prepared, prepared in accordance with GAAP, applied on a basis consistent (except for changes approved by the Company's independent public accountants) with the latest audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)4.5.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's ’s independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Sleeve Provider hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent with that used in the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)5.05.

Accounting Terms and Determinations. Unless Except as otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders Banks hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred generally accepted accounting principles as in effect from time to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)time.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Holders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to Company contained in Section 7.02 the Company Documents (except for changes concurred with by the BorrowerCompany's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly ----------------------------------- provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of Borrower delivered to Banks prior to the Borrower referred to in Section 7.02 (date hereof except for changes concurred with in by the Borrower's independent certified public accountants)accountants and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to Banks pursuant to Section 9.1.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes required by the accounting profession or changes concurred in by the Company’s independent public accountants) with the most recent audited Consolidated financial statements of the Borrower referred Company and its Consolidated Subsidiaries delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared (except with respect to interim financial statements) in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's independent public accountants)) with the most recent reviewed financial statements of the Borrower delivered to the Lender.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's Principal’s independent public accountants)) with the most recent audited consolidated financial statements of the Principal and its Consolidated Subsidiaries delivered to EDC.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Banks hereunder shall be prepared, in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower Company referred to in Section 7.02 (except for changes concurred with by the BorrowerCompany's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the audited most recent annual audited, consolidated financial statements of the Borrower referred Company delivered to in Section 7.02 (except for changes concurred with by Investor prior to the Borrower's independent public accountants)date hereof.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower Company referred to in Section 7.02 (except for changes concurred with by the BorrowerCompany's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Buyer or Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared as determined in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes accompanied by a concurrence from Borrower's independent certified public accountants) with the most recent audited financial statements of Borrower delivered to the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Banks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Sleeve Provider hereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with that used in the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)5.05.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, any computation required or permitted hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements Audited Financial Statements of the Borrower referred Company delivered pursuant to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)6.16.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section Sections 7.02 and 8.01 (except for changes concurred with by the Borrower's ’s independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Bank hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Borrowers herein.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time in the United States of America, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's a Xxxxxxxx’s independent public accountants)) with the most recent audited financial statements of such Borrower delivered to the Banks hereunder.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and all other certificates and reports as to any financial matters required to be furnished to the Agent or the Lenders Lender hereunder shall be prepared, prepared in accordance with GAAP, GAAP applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)basis.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (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.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Bank hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)herein.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Borrowers herein.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's ’s independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the most recent audited financial statements of the Borrower referred Obligors delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Lenders hereunder.

Accounting Terms and Determinations. Unless otherwise specified hereinspecified, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, all records and books of account shall be kept and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent prepared or the Lenders hereunder delivered shall be prepared, prepared in accordance with GAAP, applied on a basis consistent (except for changes approved by the Company's independent public accountants) with the latest audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)4.5.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's independent public accountants)) with the most recent audited financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks. Section 1.03.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein therein shall be interpreted, all accounting determinations with respect to accounting matters hereunder thereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder delivered thereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the BorrowerLessee's independent public accountants)) with the most recent audited consolidated financial statements of the Lessee and its Subsidiaries delivered to the Participants.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (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 Bank.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (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 Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein therein shall be interpreted, all accounting determinations with respect to accounting matters hereunder thereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder delivered thereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the BorrowerRMC's independent public accountants)) with the most recent audited consolidated financial statements of the RMC and its Subsidiaries delivered to the Participants.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 4.02 (except for changes concurred with by the Borrower's ’s independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders any Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all terms of an accounting terms character used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's independent public accountants)accountants or otherwise required by a change in GAAP) with the Audited Financial Statements.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, U,S. GAAP applied on a consistent basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the BorrowerCompany's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with generally accepted accounting principles as in effect from time to time ("GAAP"), applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the BorrowerCompany's independent public accountants)) with the most recent audited consolidated financial statements of the Company and its consolidated Subsidiaries delivered to the Purchasers.

Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPU.S. GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower referred and its Consolidated Entities delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Bank Parties.

Accounting Terms and Determinations. Unless Except as otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes accompanied by a concurrence from Borrower's independent certified public accountants) with the most recent audited financial statements of Borrower delivered to the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Banks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, interpreted and all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, made in accordance with GAAP. 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 changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower referred and its Subsidiaries delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Lender.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to Borrowers referenced in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)8.1.

Accounting Terms and Determinations. Unless otherwise specified herein, all terms of an accounting terms character used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes with which the Borrower's independent public accountants concur or that are otherwise required by a change in GAAP) with the most recent audited consolidated financial statements of the Borrower referred and its Consolidated Subsidiaries delivered to in Section 7.02 (the Lenders except for changes concurred with by the Borrower's independent public accountants).any change in

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower each Obligor referred to in Section 7.02 (except for changes concurred with by the Borrower's Obligors' independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all terms of an accounting terms character used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes with which the Borrower's independent public accountants concur or that are otherwise required by a change in GAAP) with the audited most recent reviewed consolidated financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).and its

Accounting Terms and Determinations. Unless (a) Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing) be prepared, in accordance with GAAP, generally accepted accounting principles applied on a basis consistent with that used in the audited preparation of the latest financial statements of furnished to the Borrower referred to in Section 7.02 (except for changes concurred with by Lenders hereunder after the Borrower's independent public accountants)date hereof.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Collateral Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as ----------------------------------- otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Holder hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with those used in the audited preparation of the financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).2.3

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and statements, certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Buyer hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent (except for changes concurred in by the relevant independent public accountants) with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)4.3.

Accounting Terms and Determinations. Unless otherwise specified ----------------------------------- herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower referred delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Lender.

Accounting Terms and Determinations. Unless otherwise specified herein, all financial and accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (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.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with that used in the audited consolidated financial statements of the Borrower Parent and its Subsidiaries referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)8.02 hereof All amounts included in financial statements and reports as to financial matters shall be denominated in Dollars.

Accounting Terms and Determinations. Unless Except as otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes accompanied by a concurrence from Borrower's independent certified public accountants) with the most recent audited financial statements of Borrower delivered to the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Lenders.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the any Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower Financial Statements. Unless otherwise specified, all amounts referred to herein and in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)other Loan Documents are in Dollars.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent with that applied in the audited consolidated financial statements of the Borrower Company and its Subsidiaries referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)6.4 hereof.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, U.S. GAAP applied on a consistent basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the BorrowerCompany's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms term used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, interpreted and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower Company referred to in Section 7.02 (except for changes concurred with by the BorrowerCompany's independent public accountants).. ARTICLE II

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect hereunder (including, without limitation, determinations made pursuant to accounting matters hereunder the exhibits hereto) shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent with the most recent audited consolidated financial statements of each Borrower and its consolidated subsidiaries delivered to Agent and each of the Borrower referred Lenders on or prior to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Closing Date.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's independent public accountants).) with the most

Accounting Terms and Determinations. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and 22 certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders Buyer hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 . (except for changes concurred with by the Borrower's independent public accountantsc).

Accounting Terms and Determinations. Unless (a) Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished delivered to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to Borrowers referenced in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants5.1(k).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Client’s independent public accountants) with the most recent audited financial statements of the Borrower referred Client delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Provider.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)herein.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Successor Agency’s independent public accountants) with the most recent audited financial statements of the Borrower referred Successor Agency delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Bank pursuant to this Agreement.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the BorrowerXxxxxx Xxxxxx Energy Partner's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Placement Agent or the Lenders Holders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower EEX referred to in Section 7.02 2.02 (except for changes concurred with by the BorrowerEEX's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all 14 accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with in by the Borrower's independent public accountants)) with the most recent audited combined financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP, GAAP applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (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 Administrative Agent.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 GAAP (except for changes concurred with by the Borrower's independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the Borrower referred to in Section 7.02 (except for changes concurred with by the Borrower's ’s independent public accountants).

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent with the audited most recent annual audited, consolidated financial statements of the Borrower referred Company delivered to in Section 7.02 (except for changes concurred with by the Borrower's independent public accountants)Investors prior to the date hereof.