Common use of Accounting Terms and Principles Clause in Contracts

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting StandardsIFRS, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent the Borrower or any of its Subsidiaries Subsidiaries, including pursuant to a Change in Accounting Principles, shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, the Borrower and the Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards changes, and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13change. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Restatement Date or entered into after the Closing Restatement Date) that is not (or would not be) required to be classified and accounted for as a capital financing lease on the balance sheet of such Person under Applicable Accounting Standards GAAP, as in effect on the Closing Restatement Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application ofof GAAP, after the Restatement Date. From and after the occurrence of a Change in Accounting Principles, all references to “IFRS” in this Agreement shall be construed as references to “GAAP” as the context may require. From and after the occurrence of a Change in Accounting Principles, with respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a financing lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such Applicable Accounting Standards after the Closing Datelease shall not be considered a financing lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. If any change in GAAP (including International Financial Reporting Standards) results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, the Agent and the Required Lenders agree to negotiate in good faith to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluation of the Borrower’s financial condition shall be prepared the same after such change in conformity with, Applicable Accounting Standards, applied in a consistent manner. No GAAP as if such change had not been made; provided that no change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries the Borrower shall be given effect for purposes of measuring compliance with any provision of Article IXV or VI unless the Borrower, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13GAAP. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”.” In addition, the financial ratios and related definitions set forth in the Loan Documents shall be computed to exclude the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the Consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity). A breach of a Financial Performance Covenant financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting StandardsGAAP, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent any Borrower or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Borrowers and Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards changes, and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13change. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made, without giving effect to any election under ‎under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any ‎any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Administrative Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital financing lease on the balance sheet of such Person under Applicable Accounting Standards GAAP, as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application ofof GAAP, such Applicable Accounting Standards after the Closing Date. With respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a financing lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a financing lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 40 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting StandardsGAAP, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.139.14, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13GAAP. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards GAAP after the Closing Date.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to this Agreement shall hereto shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manneraccordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries the Borrower shall be given effect for purposes of measuring compliance with any provision of Article IXV or VI unless the Borrower, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable GAAP. For purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or a capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX V and VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. .” A breach of a Financial Performance Covenant financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting StandardsIFRS, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent the Borrower or any of its Subsidiaries Subsidiaries, including pursuant to a Change in Accounting Principles, shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, the Borrower and the Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards changes, and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13change. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made, without giving effect to any election under ‎under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any ‎any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Restatement Date or entered into after the Closing Restatement Date) that is not (or would not be) required to be classified and accounted for as a capital financing lease on the balance sheet of such Person under Applicable Accounting Standards GAAP, as in effect on the Closing Restatement Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application ofof GAAP, after the Restatement Date. From and after the occurrence of a Change in Accounting Principles, all references to “IFRS” in this Agreement shall be construed as references to “GAAP” as the context may require. From and after the occurrence of a Change in Accounting Principles, with respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a financing lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such Applicable Accounting Standards after the Closing Datelease shall not be considered a financing lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. All Exhibit 10.1 (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with, with GAAP and all financial data (including financial calculations) accounting determinations required to be submitted made pursuant to this Agreement shall hereto (including for purpose of measuring compliance with Section 5) shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manner. No with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial statement hereafter successors thereto) and such change is adopted by Parent or the MLP with the agreement of the MLP’s independent certified public accountants and results in a change in any of its Subsidiaries the calculations required by Sections 5 or 7 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Parent Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Sections 5 or 7 shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify until such provisions are amended to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. GAAP. (c) Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX herein shall be made, made (i) without giving effect to any election under Accounting Standards Codification 825800-10 00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party Borrower or any Subsidiary of any Credit Party at “fair value”. A breach , as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a Financial Performance Covenant similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be deemed valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to have occurred a lease that was accounted for by a Person as of any date of determination by Administrative Agent or Required Lenders an operating lease as of the last day of Effective Date and any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a similar lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to Effective Date by such Person shall be classified and accounted for as a capital obligations relating to an operating lease on the balance sheet of such Person under Applicable Accounting Standards and not as in effect on the Closing Date shall not be treated as a Capitalized Capital Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing DateObligations.

Accounting Terms and Principles. All (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with, with GAAP and all financial data (including financial calculations) accounting determinations required to be submitted made pursuant to this Agreement shall hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be prepared made in conformity withwith GAAP, Applicable except for the use of purchase accounting principles (as set forth in Statements 16 (Prior Period Adjustments) and 17 (Accounting Standards, applied for Leases) of the U.S. Financial Accounting Standards Board and the U.S. Statements of Financial Accounting Standards 142 (regarding the elimination of goodwill amortization) and 143 (regarding accounting for asset-retirement obligations)) and for the classification as liabilities mandatorily redeemable Stock and other debt-like financial instruments (as set forth in a consistent manner. No the U.S. Statement of Financial Accounting Standard 150). (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permit- xxx by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial statement hereafter successors thereto) and such change is adopted by the Parent or any of its Subsidiaries with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify until such provisions are amended to reflect such changes in Applicable Accounting Standards and, unless such provisions are modifiedGAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all financial statements, Compliance Certificates and similar documents provided hereunder components of such calculations (other than Capital Expenditures) shall be provided together with a reconciliation between adjusted to include or exclude, as the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties case may change their accounting method 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to in Article IX shall be madebe, without giving effect duplication, such components of such calculations attributable to any election under Accounting Standards Codification 825-10 (business or assets that have been acquired by the Parent or any other Financial Accounting Standard having a similar result of its Subsidiaries (including through any Permitted Acquisition) or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to that have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered been sold pursuant to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation Sale of a Person under a lease Business either (whether existing as of i) on or before the Closing Date or entered into (ii) after the Closing Date) that is not (or would not be) required first day of the applicable period of determination and prior to be classified and accounted for as a capital lease on the balance sheet end of such Person under Applicable Accounting Standards period, in each case as determined in effect good faith by the Parent on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing DatePro Forma Basis.

Accounting Terms and Principles. All (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with, with GAAP and all financial data (including financial calculations) accounting determinations required to be submitted made pursuant to this Agreement shall hereto (including for purpose of measuring compliance with Section 6.01 shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manner. No with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 6.02(a) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial statement hereafter successors thereto) and such change is adopted by Parent or Livent with the agreement of the Livent’s Accountants and results in a change in any of its Subsidiaries shall be given effect the calculations required by Article V (Representations and Warranties or Section 6.01 had such accounting change not occurred, for purposes of measuring compliance with any provision the calculation of Article IXsuch covenants and the definitions related thereto, including Section 9.13such calculation shall be made using GAAP as used by each Borrower in its December 31, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all 2017 financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. . (c) Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, construed and all computations of amounts and ratios referred to in Article IX VI (Covenants of the Company) shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party Borrower or any Subsidiary of any Credit Party its respective Restricted Subsidiaries at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement . (d) Notwithstanding anything to the contrary notwithstandingcontained in this Section 1.03 or in the definitions of “Capital Lease Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any obligation other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of a Person under a lease (whether existing as of the Closing Date or entered into this Agreement after the Closing Date) that is not (or would not be) required date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to be classified and accounted for as a capital lease on the balance sheet of reconcile such Person under Applicable Accounting Standards financial statements with GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, immediately prior to such Applicable Accounting Standards after the Closing Dateaccounting change).

Accounting Terms and Principles. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to this Agreement shall hereto shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manneraccordance with GAAP. No change in the accounting principles or in the application thereof, in each case, used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries the Borrower shall be given effect for purposes of measuring compliance with any provision of Article IXVI or VII, including Section 9.13, calculating the Applicable Margin or otherwise in this Agreement determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless Parentthe Borrower, Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP or changes in the application thereof and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that GAAP or such change in the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13application thereof. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) the effects of Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on capital lease and debt obligations. A breach of a Financial Performance Covenant financial covenant contained in Article VII shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any Agent. Anything in this Agreement financial covenant as of any date prior to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that first date on which such financial covenant is not (or would not be) required to be classified and accounted tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for as such first test date. (c) If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a capital lease on maximum leverage ratio, then, solely for the balance sheet purposes of determining such availability or compliance, the cash proceeds of such Person under Applicable Accounting Standards as in effect on the Closing Date Indebtedness, shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes included in the application ofcalculation, if applicable, of cash or cash equivalents included in the determination of such Applicable Accounting Standards after the Closing Dateleverage ratio (but any actual pay down of Indebtedness shall be given pro forma credit).

Accounting Terms and Principles. (a) (i) All accounting terms not specifically or completely defined herein shall be construed in conformity withaccordance with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP as in effect from time to time and (ii) for the purpose of measuring compliance with Article V (Financial Covenants), all accounting terms and determinations shall, unless expressly otherwise provided herein (including in clause (b) below), be made in accordance with GAAP as in effect from time to time. Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial data (including ratios and other financial calculations) calculations contained herein or required to be submitted pursuant to this Agreement hereby shall be prepared in conformity withcalculated, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to in Article IX shall be made, (i) without giving effect to any election under the Financial Accounting Standards Board Accounting Standards Codification 825000-10 00-00 previously referred to as Statement of Financial Accounting Standards No. 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Loan Party or any Subsidiary of any Credit Party the Parent at “fair value”. A breach , as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a Financial Performance Covenant similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be deemed valued at the full stated principal amount thereof. (b) Notwithstanding clause (a)(ii) of this Section 1.3 (Accounting Terms and Principles), if the Parent or any of its Subsidiaries shall make any change to have occurred as its accounting treatment and reporting practices or tax reporting treatment permitted by Section 8.12 (Accounting Changes; Fiscal Year) and such change would result (but for clause (a)(ii) of this Section 1.3 (Accounting Terms and Principles)) in a change in any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) or in the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as calculation of the Closing Date or entered into after Borrowing Base, in each case, that would not have resulted had such change not occurred, the Closing Date) that is not Parent (or would not bethe Requisite Lenders) required to be classified and accounted for as a capital lease on the balance sheet of may request that such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of provisions, including clause (xa)(ii) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date.

Accounting Terms and Principles. All a. Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with, with GAAP and all financial data (including financial calculations) accounting determinations required to be submitted made pursuant to this Agreement shall hereto (including for purpose of measuring compliance with Section 5) shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manner. No with GAAP. b. If any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial statement hereafter successors thereto) and such change is adopted by Parent or the Guarantor with the agreement of the Guarantor’s independent certified public accountants and results in a change in any of its Subsidiaries the calculations required by Sections 5 or 7 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Parent Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Sections 5 or 7 shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify until such provisions are amended to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. GAAP. c. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX herein shall be made, made (i) without giving effect to any election under Accounting Standards Codification 825000-10 00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party Borrower or any Subsidiary of any Credit Party at “fair value”. A breach , as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a Financial Performance Covenant similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be deemed valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to have occurred a lease that was accounted for by a Person as of any date of determination by Administrative Agent or Required Lenders an operating lease as of the last day of Effective Date and any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a similar lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to Effective Date by such Person shall be classified and accounted for as a capital obligations relating to an operating lease on the balance sheet of such Person under Applicable Accounting Standards and not as in effect on the Closing Date shall not be treated as a Capitalized Capital Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing DateObligations.

Accounting Terms and Principles. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to this Agreement shall hereto shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manneraccordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries Borrower shall be given effect for purposes of measuring compliance with any provision of Article IXVI or VII, including Section 9.13, calculating the Applicable Margin or otherwise in this Agreement determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless Parentthe Borrower, Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13GAAP. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) the effects of Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on capital lease and debt obligations. A breach of a Financial Performance Covenant financial covenant contained in Article VII shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any Agent. Anything financial covenant as of any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. (c) If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio. (d) If any “Accounting Changes” (as defined below) occur and such changes result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, then Borrower and Lenders agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the contrary notwithstandingdesired result that the criteria for evaluating the Loan Parties’ and their Subsidiaries’ financial condition shall be consistent in all material respects after such Accounting Changes as if such Accounting Changes had not been made; provided, however, that the agreement of Required Lenders to any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet amendments of such Person under Applicable provisions shall be sufficient to bind all Lenders. “Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of Changes” means (x) the adoption of any changes in, or (ya) changes in accounting principles required by the application ofpromulgation of any rule, such Applicable regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). If Xxxxxxxx and Required Lenders agree upon amendments pursuant to the foregoing, then after appropriate amendments have been executed and the Closing Dateunderlying Accounting Change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document shall, only to the extent of such Accounting Change, refer to GAAP, consistently applied after giving effect to the implementation of such Accounting Change. If Agent, Xxxxxxxx and Required Lenders cannot agree upon amendments pursuant to the foregoing, then until such agreement is reached, all financial statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Loan Documents shall be prepared, delivered and made without regard to the underlying Accounting Change. Without limiting the foregoing, in the event of an accounting change requiring all leases to be capitalized, only those leases that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Applicable Accounting StandardsGAAP, applied in a manner consistent mannerwith that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent Borrower or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parentthe Borrower, the Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13GAAP. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards GAAP as in effect on the Closing Date shall not be treated as a Capitalized Capital Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards GAAP after the Closing Date.

Accounting Terms and Principles. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to this Agreement shall hereto shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manneraccordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Borrowers and their respective Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IXVI or VII, including Section 9.13, calculating the Applicable Margin or otherwise in this Agreement determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless Parentthe Borrowers, Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13GAAP. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”” and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. A breach of a Financial Performance Covenant financial covenant contained in Article VII shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any Agent. Anything in this Agreement financial covenant as of any date prior to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that first date on which such financial covenant is not (or would not be) required to be classified and accounted tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for as such first test date. (c) If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a capital lease on maximum leverage ratio, then, solely for the balance sheet purposes of determining such availability or compliance, the cash proceeds of such Person under Applicable Accounting Standards as in effect on the Closing Date Indebtedness, shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes included in the application ofcalculation, if applicable, of cash or cash equivalents included in the determination of such Applicable Accounting Standards after the Closing Dateleverage ratio.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to this Agreement shall hereto shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manneraccordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries Holdings shall be given effect for purposes of measuring compliance with any provision of Article IXV or VI unless the Borrowers, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent Agents and the Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13GAAP. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. .” A breach of a Financial Performance Covenant financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything For purposes of determining (i) the US Dollar Equivalent of any Revolving Loan and any other amount used in this Agreement connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed Borrowing (or upon any request for conversion or continuation of any Revolving Loan), shall be based upon the US Dollar Equivalent as in effect two (2) Business Days prior to such Borrowing, conversion or continuation, (ii) the contrary notwithstanding, US Dollar Equivalent of any obligation Revolving Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed issuance of a Person under a lease (whether existing as Letter of the Closing Date or entered into after the Closing Date) that is not Credit (or would not be) required to upon any request for the amendment, renewal or extension thereof), shall be classified and accounted for as a capital lease on based upon the balance sheet of such Person under Applicable Accounting Standards US Dollar Equivalent as in effect on the Closing Date shall not date of such issuance, amendment, renewal or extension, and (iii) compliance under each of Articles IV, V and VI, any amount in a currency other than US Dollars will be treated converted, on the last Business Day of each Fiscal Quarter or, more frequently as a Capitalized Lease Obligation solely as a result US Agent may require upon the occurrence and during the continuance of (x) the adoption an Event of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing DateDefault.

Accounting Terms and Principles. All (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with, with GAAP and all financial data (including financial calculations) accounting determinations required to be submitted made pursuant to this Agreement shall hereto (including for purpose of measuring compliance with Section 6.01 shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manner. No with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 6.02(a) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial statement hereafter successors thereto) and such change is adopted by Parent or Livent with the agreement of the Livent’s Accountants and results in a change in any of its Subsidiaries shall be given effect the calculations required by Article V (Representations and Warranties or Section 6.01 had such accounting change not occurred, for purposes of measuring compliance with any provision the calculation of Article IXsuch covenants and the definitions related thereto, including Section 9.13such calculation shall be made using GAAP as used by each Borrower in its December 31, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all 2021 financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. . (c) Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, construed and all computations of amounts and ratios referred to in Article IX VI (Covenants of the Company) shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party Borrower or any Subsidiary of any Credit Party its respective Restricted Subsidiaries at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement . (d) Notwithstanding anything to the contrary notwithstandingcontained in this Section 1.03 or in the definitions of “Capital Lease Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any obligation other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of a Person under a lease (whether existing as of the Closing Date or entered into this Agreement after the Closing Date) that is not (or would not be) required date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to be classified and accounted for as a capital lease on the balance sheet of reconcile such Person under Applicable Accounting Standards financial statements with GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, immediately prior to such Applicable Accounting Standards after the Closing Dateaccounting change).

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity withconstrued, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Loan Agreement (including Section 8.01) shall be prepared by an Authorized Officer, in conformity withwith GAAP, Applicable Accounting Standardsconsistently applied, applied (in a consistent mannereach case, except as otherwise specifically prescribed herein). No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent the Borrower or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Loan Agreement in each case, unless Parentthe Borrower, the Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13change. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Loan Party or any Subsidiary of any Credit Loan Party at “fair value”. A breach of a Financial Performance Covenant financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any AgentAgent or any Lender. Anything In addition, any lease treated as an operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in this Agreement the treatment thereof to a Capitalized Lease in accordance with any change in GAAP. Notwithstanding anything to the contrary notwithstandingcontained herein, all obligations of any Person that are or would have been treated as operating leases (including for avoidance of doubt, any obligation network lease or any operating indefeasible right of a Person under a lease use) for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (whether existing as of the Closing Date or entered into after the Closing Date“ASU”“) that is not (or would not be) required shall continue to be classified and accounted for as a capital operating leases for purposes of all financial definitions and calculations for purpose of this Loan Agreement (whether or not such operating lease on the balance sheet of such Person under Applicable Accounting Standards as obligations were in effect on such date) notwithstanding the Closing Date shall not fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as a Capitalized Capital Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes Obligations in the application of, such Applicable Accounting Standards after the Closing Datefinancial statements to be delivered pursuant to Section 8.01.

Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial calculations) determinations required to be submitted made pursuant to this Agreement shall hereto shall, unless expressly otherwise provided herein, be prepared made in conformity with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect accordance with GAAP; provided that for purposes of measuring determining compliance with any provision covenant in Section 9 or the existence of Article IXany Default or Event of Default under Section 11, including Section 9.13in determining whether a lease is required to be accounted for as a capital lease or an operating lease, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes in Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder determination shall be provided together with a reconciliation between made based on GAAP as in effect on the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standardsdate of this Agreement; provided provided, further, that the Credit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein (including the definitions of Capital Lease Obligations and Indebtedness) shall be construed, and all computations of amounts referred to in Article IX shall be made, construed without giving effect to (i) the effects of Accounting Standards Codification 815—Derivatives and Hedging and related interpretations to the extent such effects would otherwise increase or decrease an amount of indebtedness for any 164703839 v7 purpose as a result of accounting for any embedded derivatives created by the terms of such indebtedness, (ii) any election under Accounting Standards Codification 825800-10 00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party the Borrower or any Subsidiary of any Credit Party at “fair value”,” as defined therein and (iii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. A breach All components of a Financial Performance Covenant financial calculations made to determine compliance with this Agreement, including Section 10, shall be deemed adjusted to have occurred include or exclude, as the case may be, without duplication, such components of such calculations attributable to any date Acquisition consummated after the first day of the applicable period of determination by Administrative Agent or Required Lenders and prior to the end of such period, as if such Acquisition had occurred on the first day of the last day of any specified measurement applicable period, regardless as determined in good faith by Borrower based on assumptions expressed therein and that were reasonable based on the information available to Borrower at the time of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as preparation of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of Compliance Certificate setting forth such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Datecalculations.