Common use of Accounting Terms; Changes in GAAP Clause in Contracts

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Borrower delivered to the Lenders hereunder (which prior Administrative Agent for the fiscal year ended December 31, 2014 other than such changes that have been disclosed to the delivery Administrative Agent on the next date on which financial statements are required to be delivered to the Administrative Agent under Section 5.2. (b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements referred to in Section 4.4 other than such changes have been disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Administrative Agent under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 5.2. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements Financial Statements and certificates and reports as to financial matters required to be delivered to the Lenders Lender hereunder shall (unless otherwise disclosed to the Lenders Lender in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements)GAAP. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements Financial Statements furnished to the Lenders Lender pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements)calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower Borrowers or the Required Lenders Lender shall so request, the Administrative Agent, the Lenders Lender and the Borrower Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required LendersLender, such approval not to be unreasonably withheld or delayed); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders financial statements Lender Financial Statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ending December 31, 2008 as required under Section 5.2. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2011. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first financial statements under Section 5.06 hereofBorrower, shall mean the Financial Statements). All all calculations made for the purposes of determining compliance with covenants in this Agreement Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall (except as otherwise expressly provided herein) be made by application based upon the consolidated accounts of the Borrower and its Restricted Subsidiaries in accordance with GAAP applied on a basis and consistent with those used the principles of consolidation applied in preparing the preparation of the annual or quarterly financial statements furnished Borrower’s Financial Statements referred to the Lenders pursuant to in Section 5.06 hereof most recently delivered prior to or concurrently with such calculations 4.4. (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Parent delivered to the Lenders hereunder Administrative Agent for the fiscal year ended January 31, 2011. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Borrower delivered to the Lenders hereunder Administrative Agent for the fiscal quarter ended June 30, 2014. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2010 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2010 referred to in Section 3.04 hereof) unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Borrower and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). (b) The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in GAAP. In additionreasonable detail of any material variation between the application of accounting principles, all calculations or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Borrower shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements)GAAP. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements)calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower Representative or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower Representative shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated subsidiaries. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Borrowers and their Restricted Subsidiaries or Subsidiaries, as applicable, shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder for the fiscal year ending December 31, 2019 as required under Section 5.2. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.2 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as Unless otherwise expressly provided set forth herein, (a) all accounting terms used not specifically or completely defined herein shall be interpretedconstrued in conformity with, and all financial statements data (including financial ratios and certificates and reports as to other financial matters calculations) required to be delivered to the Lenders submitted hereunder shall (unless otherwise disclosed be prepared in conformity with, GAAP, as in effect from time to the Lenders in writing at the time of delivery thereof) be preparedtime, in accordance with GAAP applied on a consistent basis and in a manner consistent with those that used in preparing the preparation of the latest pre-Closing financial statements furnished to the Lenders hereunder statements. Together with each compliance certificate, (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided hereinb) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time if any change in GAAP would affect the computation calculation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower Borrower, Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); , provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with calculated under GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement hereunder or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition; (d) Any financial ratios required to be maintained by Borrower hereunder shall be calculated by dividing the appropriate component by the other component, all calculations carrying the result to one place more than the number of places by which such ratio is expressed herein and defined accounting terms used herein shallrounding the result up or down to the nearest number (with a rounding-up if there is no nearest number); and (e) for the purposes of Section 5, unless expressly provided otherwise, a breach of a financial covenant in this Agreement shall be deemed to have occurred as of any date of determination by Agent and as of the last day of any specified measurement period regardless of whether or when referring the financial statements reflecting such breach are delivered to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated SubsidiariesAgent.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and/or the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and/or the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements)hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Administrative Agent and/or the Lenders pursuant to Section 5.06 hereof 5.6 most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements)calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Requisite Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Borrower delivered to the Lenders hereunder (which prior Administrative Agent for the fiscal year ended December 31, 2015 other than such changes that have been disclosed to the delivery Administrative Agent on the next date on which financial statements are required to be delivered to the Administrative Agent under Section 5.2. (b) Unless otherwise indicated, all financial statements of the first financial statements under Section 5.06 hereofParent, shall mean the Financial Statements). All all calculations made for the purposes of determining compliance with covenants in this Agreement Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in based upon the preparation consolidated accounts of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations Parent and its Subsidiaries (or, prior for any four fiscal quarter period that includes the fiscal quarter ending December 31, 2016, the Borrower and its Subsidiaries as of such date) in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements referred to in Section 4.4 other than such changes have been disclosed to the delivery of Administrative Agent on the first next date on which financial statements are required to be delivered to the Administrative Agent under Section 5.06 hereof, used in the preparation of the Financial Statements). 5.2. (c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders Lenders, the Parent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower Parent (or for any four fiscal quarter period that includes the fiscal quarter ending December 31, 2016, the Borrower) shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2006 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statements). If audited, or annual statutory, financial statements as at any time any change December 31, 2006 referred to in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Section 3.04 hereof) unless (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (bi) the Borrower shall provide have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). (b) The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles, or statutory accounting practices, employed in the preparation of such statement and the Lenders application of accounting principles, or statutory accounting practices, employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and other documents required under this Agreement (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, the Borrower shall not change the last day of its fiscal year from December 31, or as reasonably requested hereunder setting forth a reconciliation between calculations the last days of such ratio or requirement made before the first three fiscal quarters in each of its fiscal years from March 31, June 30 and after giving effect to such change in GAAP. In additionSeptember 30 of each year, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesrespectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Parent delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2017 (which prior or for periods before such financial statements are delivered, for the fiscal quarter ended March 31, 2017) other than such changes that have been disclosed to the delivery Administrative Agent on the next date on which financial statements are required to be delivered to the Administrative Agent under Section 5.2. (b) Unless otherwise indicated, all financial statements of the first Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Parent and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements referred to in Section 4.4 other than such changes have been disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Administrative Agent under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 5.2. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders Lenders, the Parent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect immediately prior to such change therein, therein and (bii) the Borrower Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof5.06, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those that used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof5.06, used in the preparation of the Financial Statements). If In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, where applicable, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries. Notwithstanding the foregoing, if at any time any change in GAAP Accounting Change would affect the computation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Accounting Change (subject to the approval of the Required Borrower and the Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, Accounting Change and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated SubsidiariesAccounting Change.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest audited financial statements furnished delivered to the Lenders hereunder US Administrative Agent for the fiscal year ended December 31, 2013 pursuant to Section 3.1(j), except as provided in Section 6.6. (which prior b) Unless otherwise indicated, all financial statements of the Company, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Company and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Company financial statements referred to in Section 4.4. For the avoidance of doubt, references in this Agreement or in any other Credit Document to a Person’s consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the delivery consolidated financial statements, financial position, financial condition, liabilities, etc. of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall such Person and its properly consolidated Subsidiaries (except as otherwise or subset thereof if expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations which eliminate offsetting intercompany transactions. (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower Company or the Required Majority Lenders shall so request, the Administrative AgentAgents, the Lenders and the Borrower Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Company and the Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower Company shall provide to the Administrative Agent Agents and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All . (b) Unless otherwise indicated, all financial statements of the Borrower and its Subsidiaries (including the Holdco Entities), all calculations made for the purposes of determining compliance with covenants in this Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries (except as otherwise expressly provided hereinincluding the Holdco Entities) be made by application of in accordance with GAAP applied on a basis and consistent with those used the principles applied in the preparation of the annual or quarterly latest financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (orhereunder which, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of shall mean the Financial StatementsStatements (it being understood that the Excluded Subsidiaries shall not be 28 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement consolidated with the Borrower and its Subsidiaries (including the Holdco Entities) for purposes of calculating compliance with any financial covenants set forth in this Agreement but any amounts distributed by the Excluded Subsidiaries and any joint venture (including, without limitation, the JV Entities) directly or indirectly owned by the Borrower, any of its Subsidiaries or any Holdco Entity to the Borrower or any of its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary) may be included in any such calculation to the extent such distributed amounts are so received by the Borrower and its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary). ). (c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and and, as applicable, the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition; and provided further that if at any time any change in GAAP would require that operating leases entered into in the ordinary course of business be treated in a manner similar to capital leases under GAAP, all calculations financial covenants, requirements and defined accounting terms used herein shall, unless expressly provided otherwise, when referring in this Agreement shall continue to be calculated or construed as if such change in GAAP had not occurred and no operating lease shall be treated as a Capital Lease for any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariespurpose hereunder.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ending December 31, 2015 as required under Section 5.2. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those basis; provided that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the preparation of the latest financial statements furnished to the Lenders hereunder Proposed Accounting Standards Update, Leases (which prior to the delivery of the first financial statements under Section 5.06 hereofTopic 840), shall mean issued by the Financial Statements)Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on the date hereof. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders most recent Financial Statements delivered pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations 5.2. (orb) Unless otherwise indicated, prior to the delivery all Financial Statements of the first financial statements under Section 5.06 hereofParent, used all calculations for compliance with covenants in the preparation this Agreement, all determinations of the Financial Statements). If at any time any change in GAAP would affect the computation Applicable Margin, and all calculations of any financial ratio or requirement set forth herein, and either amounts to be calculated under the Borrower or definitions in Section 1.1 shall be based upon the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval consolidated accounts of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed Parent and its Subsidiaries in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2012 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2012 referred to in Section 3.04 hereof) unless (i) the Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower Parent shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Parent and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). (b) The Parent shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in GAAP. In additionreasonable detail of any material variation between the application of accounting principles, all calculations or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Parent shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all All accounting and financial terms used herein shall be interpreted, and all financial statements not otherwise defined herein and certificates and reports as the compliance with each covenant contained herein which relates to financial matters required to shall be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, determined in accordance with GAAP applied by the Borrower on a basis consistent with those used in the preparation of the latest financial statements furnished basis, except to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements)extent that a deviation therefrom is expressly stated. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) Should there be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect from that in effect on the computation Closing Date, such that any of any financial ratio or requirement the defined terms set forth herein, and either in Section 1.01 and/or compliance with the Borrower covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith matters addressed thereby prior to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to a) the approval of Borrower and the Required Lenders); provided thatLenders agree, until so amendedwithin the 60-day period following any such change, (a) to negotiate in good faith and enter into an amendment to this 30 Revolving Credit Facility Agreement in order to modify the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such ratio or requirement respects as shall continue to reasonably be computed in accordance with GAAP deemed necessary by the Required Lenders that the criteria for evaluating the matters addressed by such covenants are substantially the same criteria as were effective prior to any such change thereinin GAAP, and (b) the Borrower shall provide be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the Administrative Agent extent that the Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change; provided, however, that for the avoidance of doubt, any lease that was accounted for by the Borrower or the Subsidiaries as an operating lease as of December 31, 2018 and any other lease entered into after December 31, 2018 by the Lenders financial statements Borrower or any Subsidiary shall be accounted for as an operating lease and other documents required under this Agreement or not a capital lease to the extent that such lease would have been characterized as reasonably requested hereunder setting forth a reconciliation between calculations an operating lease as of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesdate.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2012 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2012 referred to in Section 3.04 hereof) unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Borrower and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). (b) The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in GAAP. In additionreasonable detail of any material variation between the application of accounting principles, all calculations or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Borrower shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2022 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2022 referred to in Section 3.04 hereof) unless (i) the Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower Parent shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Parent and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). (b) The Parent shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in GAAP. In additionreasonable detail of any material variation between the application of accounting principles, all calculations or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Parent shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used not specifically or completely defined herein shall be interpretedconstrued in conformity with, and all financial statements data (including financial ratios and certificates and reports as to other financial matters calculations) required to be delivered submitted pursuant to the Lenders hereunder this Agreement shall (unless otherwise disclosed to the Lenders be prepared in writing at the time of delivery thereof) be preparedconformity with GAAP, in accordance with GAAP applied on a basis consistent basis, as in effect from time to time and in a manner consistent with those that used in preparing the preparation of the latest audited financial statements furnished required by Section 8.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing or any reference to the Lenders hereunder GAAP under this Agreement, (which prior i) accounting terms and financial data pertaining to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made Foreign Subsidiaries may be maintained based on IFRS and (ii) for the purposes of determining compliance with this Agreement shall any covenant (except as otherwise expressly provided including the computation of any financial covenant) contained herein) be made by application of GAAP applied on a basis consistent with those used in the preparation , Indebtedness of the annual or quarterly Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial statements furnished to liabilities shall be disregarded. For the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (oravoidance of doubt, and without limitation of the foregoing, Permitted Convertible Indebtedness shall at all times prior to the delivery repurchase, conversion (or exchange, as the case may be) or payment thereof be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the first financial statements under Section 5.06 hereofshares and/or cash deliverable upon conversion thereof (or exchange therefor, used in as the preparation of the Financial Statementscase may be). . (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition; provided, further that all obligations of any Person that are or would have been treated as Operating Leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as Operating Leases for purposes of all financial definitions and calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to for purpose of this Agreement (whether or not such Person operating lease obligations were in effect on such date or subsequently entered into after such date) notwithstanding the fact that such leases are required in accordance with FASB ASC 842 (on a consolidated prospective or retroactive basis and mean such Person and its consolidated Subsidiariesor otherwise) to be treated as Capital Leases in the financial statements.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof5.6, shall mean the Financial Statements and the Interim Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof 5.6 most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof5.6, used in the preparation of the Financial Statements and the Interim Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All . (b) Unless otherwise indicated, all financial statements of the Borrower and its Subsidiaries, all calculations made for the purposes of determining compliance with covenants in this Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall (except as otherwise expressly provided herein) be made by application based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP applied on a basis and consistent with those used the principles applied in the preparation of the annual or quarterly latest financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (orhereunder which, prior to the delivery of the first financial statements under Section 5.06 hereof, used shall mean the Financial Statements (it being understood that the Excluded Subsidiaries shall not be consolidated with the Borrower and its Subsidiaries for purposes of calculating compliance with any financial covenants set forth in this Agreement but any amounts distributed by the preparation Excluded Subsidiaries to the Borrower or any Subsidiary of the Financial StatementsBorrower may be included in any such calculation to the extent such distributed amounts are so received by the Borrower or such Subsidiary). . (c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and and, as applicable, the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2012. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first financial statements Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 5.06 hereof, 1.1 shall mean be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall Statements referred to in Section 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as Unless otherwise expressly provided set forth herein, (a) all accounting terms used not specifically or completely defined herein shall be interpretedconstrued in conformity with, and all financial statements data (including financial ratios and certificates and reports as to other financial matters calculations) required to be delivered to the Lenders submitted hereunder shall (unless otherwise disclosed be prepared in conformity with, GAAP, as in effect from time to the Lenders in writing at the time of delivery thereof) be preparedtime, in accordance with GAAP applied on a consistent basis and in a manner consistent with those that used in preparing the preparation of the latest pre-Closing financial statements furnished to the Lenders hereunder statements. Together with each compliance certificate, (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided hereinb) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time if any change in GAAP would affect the computation calculation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower Borrower, Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); , provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with calculated under GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement hereunder or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition; (d) Any financial ratios required to be maintained by Borrower hereunder shall be calculated by dividing the appropriate component by the other component, all calculations carrying the result to one place more than the number of places by which such ratio is expressed herein and defined accounting terms used herein shallrounding the result up or down to the nearest number (with a rounding-up if there is no nearest number); and (e) for the purposes of Section 5, unless expressly provided otherwise, a breach of a financial covenant in this 42 Agreement shall be deemed to have occurred as of any date of determination by Agent and as of the last day of any specified measurement period regardless of whether or when referring the financial statements reflecting such breach are delivered to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated SubsidiariesAgent.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean means the Financial Statementsmost recent audited financial statements of the Borrower). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statementsmost recent audited financial statements of the Borrower). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting terms used herein or financial nature not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2010. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP or in the application thereof would affect the computation of any financial ratio or requirement requirement, or the operation of any other provision, set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement or provision to preserve the original intent thereof in light of such change in GAAP or in the application thereof (subject to the approval of the Required Majority Lenders); provided that, until so amendedamended (or until such request is withdrawn), regardless of whether any such request is made before or after such change in GAAP or in the application thereof, (ai) such ratio or requirement or provision shall continue to be computed or interpreted in accordance with GAAP as in effect immediately prior to such change therein, becoming effective and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In additionNotwithstanding anything to the contrary in this Agreement or any other Credit Document, all for purposes of calculations and defined made pursuant to the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting terms used herein shallprinciples in the United States of America as in effect on December 31, unless expressly provided otherwise2011 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, when referring to 2011, notwithstanding any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesmodifications or interpretive changes thereto that may occur thereafter.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with statutory accounting practices applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2004 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with statutory accounting practices applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statements). If audited, or annual statutory, financial statements as at any time any change December 31, 2004 referred to in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Section 3.04 hereof) unless (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (bi) the Borrower shall provide have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). (b) The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles, or statutory accounting practices, employed in the preparation of such statement and the Lenders application of accounting principles, or statutory accounting practices, employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and other documents required under this Agreement (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, the Borrower shall not change the last day of its fiscal year from December 31, or as reasonably requested hereunder setting forth a reconciliation between calculations the last days of such ratio or requirement made before the first three fiscal quarters in each of its fiscal years from March 31, June 30 and after giving effect to such change in GAAP. In additionSeptember 30 of each year, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesrespectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof5.06, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those that used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof5.06, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, where applicable, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof5.06, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those that used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof5.06, used in the preparation of the Financial Statements). If In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, where applicable, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries. Notwithstanding the foregoing, if at any time any change in GAAP Accounting Change would affect the computation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Accounting Change (subject to the approval of the Borrower and the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, Accounting Change and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated SubsidiariesAccounting Change.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2005 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with statutory accounting practices applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statements). If audited, or annual statutory, financial statements as at any time any change December 31, 2005 referred to in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Section 3.04 hereof) unless (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (bi) the Borrower shall provide have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). (b) The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles, or statutory accounting practices, employed in the preparation of such statement and the Lenders application of accounting principles, or statutory accounting practices, employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and other documents required under this Agreement (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, the Borrower shall not change the last day of its fiscal year from December 31, or as reasonably requested hereunder setting forth a reconciliation between calculations the last days of such ratio or requirement made before the first three fiscal quarters in each of its fiscal years from March 31, June 30 and after giving effect to such change in GAAP. In additionSeptember 30 of each year, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesrespectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Borrower delivered to the Lenders hereunder Administrative Agent for the fiscal quarter ended March 31, 2017. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition. (d) Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 6.16, and the components of each of such ratios, all calculations Unrestricted Subsidiaries, and defined accounting terms used herein shalltheir subsidiaries (including their assets, unless expressly provided otherwiseliabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except (i) for any cash dividends or distributions (in each case, to the extent, and only to the extent, such dividends or distributions are comprised of net income actually earned by such Unrestricted Subsidiary) actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be Net Income to the Borrower or such Restricted Subsidiary when referring actually received by it and (ii) to any Person, refer to the extent the liabilities of such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesconstitute Debt.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2009 as required under Section 5.2. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Borrower and the Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements)hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements)calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariessubsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ending December 31, 2007 as required under Section 5.2. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first financial statements under Section 5.06 hereofParent, shall mean the Financial Statements). All all calculations made for the purposes of determining compliance with covenants in this Agreement Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall (except as otherwise expressly provided herein) be made by application based upon the consolidated accounts of the Parent and its Subsidiaries in accordance with GAAP applied on a basis and consistent with those used the principles of consolidation applied in preparing the preparation of the annual or quarterly financial statements furnished Parent's Financial Statements referred to the Lenders pursuant to in Section 5.06 hereof most recently delivered prior to or concurrently with such calculations 4.4. (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Loan Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Parent delivered to the Lenders hereunder Administrative Agent for the fiscal year ended January 31, 2011. (which prior to the delivery a) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinb) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial StatementsStatements delivered to the Administrative Agent for the fiscal year ending December 31, 2010. (b) Unless otherwise indicated, all Financial Statements of the Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower's Financial Statements referred to in Section 4.4(a). . (c) If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirement set forth hereinother Credit Document, and either the Borrower or the Required Lenders shall so requestthen Borrower, the Administrative Agent, the Lenders Swing Line Lender, Issuing Lender and the Borrower shall negotiate in good faith each Lender agree to amend such ratio or requirement provisions of this Agreement so as to preserve equitably reflect such changes in GAAP with the original intent thereof in light of desired result that the criteria for evaluating Borrower's financial condition shall be the same after such change in GAAP (subject to the approval of the Required Lenders); as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Majority Lenders' agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided further, until so amendedsuch time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this subsection 1.3(c), (a) such ratio or requirement the calculations of financial covenants and the interpretation of any related provisions shall continue to be computed calculated and interpreted in accordance with GAAP as in effect immediately prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial StatementsStatements delivered to the Administrative Agent for the fiscal year ending December 31, 2010. (b) Unless otherwise indicated, all Financial Statements of the Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s Financial Statements referred to in Section 4.4(a). . (c) If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirement set forth hereinother Credit Document, and either the Borrower or the Required Lenders shall so requestthen Borrower, the Administrative Agent, the Lenders Swing Line Lender, Issuing Lender and the Borrower shall negotiate in good faith each Lender agree to amend such ratio or requirement provisions of this Agreement so as to preserve equitably reflect such changes in GAAP with the original intent thereof in light of desired result that the criteria for evaluating Borrower’s financial condition shall be the same after such change in GAAP (subject to the approval of the Required Lenders); as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Majority Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided further, until so amendedsuch time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this subsection 1.3(c), (a) such ratio or requirement the calculations of financial covenants and the interpretation of any related provisions shall continue to be computed calculated and interpreted in accordance with GAAP as in effect immediately prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ending December 31, 2009 as required under Section 5.2. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first financial statements under Section 5.06 hereofBorrower, shall mean the Financial Statements). All all calculations made for the purposes of determining compliance with covenants in this Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall (except as otherwise expressly provided herein) be made by application based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP applied on a basis and consistent with those used the principles of consolidation applied in preparing the preparation of the annual or quarterly financial statements furnished Borrower’s Financial Statements referred to the Lenders pursuant to in Section 5.06 hereof most recently delivered prior to or concurrently with such calculations 4.4. (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements Financial Statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2015 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2015 referred to in Section 3.04 hereof) unless (i) the Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower Parent shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Parent and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). (b) The Parent shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in GAAP. In additionreasonable detail of any material variation between the application of accounting principles, all calculations or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Parent shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished of the Parent delivered to the Lenders hereunder Administrative Agent for the fiscal year ended January 31, 2014. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial StatementsStatements delivered to the Administrative Agent for the fiscal year ending March 31, 2007. (b) Unless otherwise indicated, all Financial Statements of the Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s Financial Statements referred to in Section 4.4(a). . (c) If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirement set forth hereinother Credit Document, and either the Borrower or the Required Lenders shall so requestthen Borrower, the Administrative Agent, the Lenders Swing Line Lender, Issuing Lender and the Borrower shall negotiate in good faith each Lender agree to amend such ratio or requirement provisions of this Agreement so as to preserve equitably reflect such changes in GAAP with the original intent thereof in light of desired result that the criteria for evaluating Borrower’s financial condition shall be the same after such change in GAAP (subject to the approval of the Required Lenders); as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Majority Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided further, until so amendedsuch time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this subsection 1.3(c), (a) such ratio or requirement the calculations of financial covenants and the interpretation of any related provisions shall continue to be computed calculated and interpreted in accordance with GAAP as in effect immediately prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean means the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2014 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2014 referred to in Section 3.04 hereof) unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Borrower and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent a change in GAAP. In additionGAAP occurs which results in operating leases being treated or classified as capital leases, all calculations such change shall not be given effect under the Loan Documents (including, without limitation, in any computation of financial covenants). (b) The Borrower shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles, or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Borrower shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.

Accounting Terms; Changes in GAAP. Except as (a) Unless otherwise expressly provided hereinindicated, all calculations of financial ratios (and the financial definitions and other financial calculations used in any financial ratio whether for covenant compliance or the determination of the Applicable Margin) and all accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP in effect from time to time applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished audited Financial Statements referred to the Lenders hereunder in Section 4.4, subject to clause (which prior to the delivery c) below. (b) All Financial Statements of the first Parent and all calculations of financial statements under Section 5.06 hereofratios (and the financial definitions and other financial calculations used in any financial ratio whether for covenant compliance or the determination of the Applicable Margin) shall be based upon the consolidated accounts of the Restricted Entities, which, for the avoidance of doubt, shall mean exclude (i) the Financial Statements). All calculations made for accounts of any Person which would be consolidated with the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used Parent in the preparation Parent’s consolidated Financial Statements if such Financial Statements were prepared in accordance with GAAP but a majority of such Person’s Voting Securities are not owned by a Restricted Entity and (ii) the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations accounts of any Unrestricted Subsidiary. (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). c) If at any time any change in GAAP (including its treatment of operating leases and capital leases) would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, therein and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements Financial Statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting terms used herein or financial nature not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2013. (which prior to the delivery b) Unless otherwise indicated, all financial statements of the first Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements under referred to in Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall 4.4. (except as otherwise expressly provided hereinc) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). If at any time any change in GAAP or in the application thereof would affect the computation of any financial ratio or requirement requirement, or the operation of any other provision, set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement or provision to preserve the original intent thereof in light of such change in GAAP or in the application thereof (subject to the approval of the Required Majority Lenders); provided that, until so amendedamended (or until such request is withdrawn), regardless of whether any such request is made before or after such change in GAAP or in the application thereof, (ai) such ratio or requirement or provision shall continue to be computed or interpreted in accordance with GAAP as in effect immediately prior to such change therein, becoming effective and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In additionNotwithstanding anything to the contrary in this Agreement or any other Credit Document, all for purposes of calculations and defined made pursuant to the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases (whether now existing or entered into after the date hereof) that would have been classified as operating leases in accordance with generally accepted accounting terms used herein shallprinciples in the United States of America as in effect on December 31, unless expressly provided otherwise2013 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, when referring to 2013, notwithstanding any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiariesmodifications or interpretive changes thereto that may occur thereafter.

Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms used herein not specifically defined in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, construed in accordance with GAAP applied on a consistent basis consistent with those used applied in the preparation of the latest audited financial statements furnished delivered to the Lenders hereunder Administrative Agent for the fiscal year ended December 31, 2015 and 2016 pursuant to Section 3.2(f), except as provided in Section 6.6. (which prior b) Unless otherwise indicated, all financial statements of the Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.1 shall be based upon the consolidated accounts of the Borrower and its Restricted Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the Borrower financial statements referred to in Section 4.4. For the avoidance of doubt, references in this Agreement or in any other Credit Document to a Person’s consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the delivery consolidated financial statements, financial position, financial condition, liabilities, etc. of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). All calculations made for the purposes of determining compliance with this Agreement shall such Person and its properly consolidated Subsidiaries (except as otherwise or subset thereof if expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations which eliminate offsetting intercompany transactions. (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements). c) If at any time any change in in, or the application of, GAAP would affect the computation of any financial ratio or requirement set forth hereinin any Credit Document, and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in in, or application of, GAAP (subject to the approval of the Required Borrower and the Majority Lenders); provided that, until so amended, (ai) such ratio or requirement shall continue to be computed in accordance with GAAP (or its prior application) prior to such change thereinin, or application of, GAAP and (bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in in, or application of, GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.

Accounting Terms; Changes in GAAP. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders Administrative Agent hereunder shall (unless otherwise disclosed to the Lenders Administrative Agent in writing at the time of delivery thereofthereof in the manner described in subsection (b) below) be prepared, in accordance with GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders Administrative Agent hereunder (which which, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, shall mean the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2018 referred to in Section 3.04 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP or with SAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Lenders Administrative Agent pursuant to Section 5.06 5.01 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 5.01 hereof, used in the preparation of the Financial Statementsaudited, or annual statutory, financial statements as at December 31, 2018 referred to in Section 3.04 hereof) unless (i) the Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the audited, or annual statutory, financial statements referred to in Section 3.04 hereof). If at any time ; provided that, if any change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial ratio covenant, basket, calculation or requirement set forth herein, and either the Borrower herein or the Required Lenders shall so requestin any other Loan Document, the Administrative Agent, the Lenders Agent and the Borrower Parent shall endeavor to negotiate in good faith to amend a modification of such ratio ratio, covenant, basket, calculation or requirement to preserve the original intent thereof in light of such change in from GAAP to IFRS or, if applicable, a portions thereof (subject subject, however, to the approval of the Required Lenders); and until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Parent and the Required Lenders as provided that, until so amendedin Section 9.02 hereof, (ai) such ratio ratio, covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change thereinto IFRS (or, if applicable, portions thereof) and (bii) the Borrower Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant, basket, calculation or requirement made before and after giving effect to such change from GAAP to IFRS (or, if applicable, portions thereof). (b) The Parent shall deliver to the Administrative Agent at the same time as the delivery of any annual or quarterly financial statement under Section 5.01 hereof (i) a description in GAAP. In additionreasonable detail of any material variation between the application of accounting principles, all calculations or statutory accounting practices, employed in the preparation of such statement and defined the application of accounting terms used herein shallprinciples, unless expressly provided otherwiseor statutory accounting practices, when referring employed in the preparation of the next preceding annual or quarterly financial statements as to any Personwhich no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Article 6 hereof, refer to such Person on a consolidated basis the Parent shall not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and mean such Person and its consolidated SubsidiariesSeptember 30 of each year, respectively.