Common use of Amendment to Definitions Clause in Contracts

Amendment to Definitions. (a) The definition of “Capital Expenditures” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: “ ‘Capital Expenditures’ means, with respect to any period, the additions to property, plant and equipment and other expenditures of Parent, Borrowers or any of their respective Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrowers or Parent for such period prepared in accordance with GAAP as capital expenditures; provided, however, that (a) expenditures for or in respect of a Permitted Acquisition shall not constitute Capital Expenditures, and (b) Capital Expenditures shall not include Special Asset Disposition Capital Expenditures.” (b) The definition of “EBITDA” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: “ ‘EBITDA’ means, with respect to any fiscal period, Parent’s consolidated net earnings (or loss), minus extraordinary gains (including gains resulting from the Special Asset Disposition), the positive amount, if any, of Special Asset Disposition EBITDA, other non-cash gains and interest income, plus non-cash extraordinary losses (including losses resulting from the Special Asset Disposition), other non-cash expenses or losses, Interest Expense, income taxes, and depreciation and amortization for such period, in each case, determined on a consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA for any Reference Period, if at any time during such Reference Period (and after the Closing Date), Parent or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first (1st) day of such Reference Period.”

Amendment to Definitions. Certain definitions contained in Section 1.1 of the Credit Agreement are hereby amended as follows: (a) The table contained within the definition of “Capital ExpendituresApplicable Pricing Grid” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by deleting such definition replaced in its entirety and replacing it with the following: “ ‘Capital Expenditures’ means, with respect to any period, the additions to property, plant and equipment and other expenditures of Parent, Borrowers or any of their respective Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrowers or Parent for such period prepared in accordance with GAAP as capital expenditures; provided, however, that (a) expenditures for or in respect of a Permitted Acquisition shall not constitute Capital Expenditures, and (b) Capital Expenditures shall not include Special Asset Disposition Capital Expenditures.”following new table: (b) The definition of “EBITDACommitment” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by deleting such definition amending and restating the last sentence thereof to read in its entirety as follows: “The amount of the Total Commitments on the First Amendment Effective Date is $400,000,000.”. (c) The definition of “Consolidated EBITDA” is hereby amended by inserting the following new paragraphs at the end of such definition: “Furthermore, and replacing it with notwithstanding anything to the following: “ ‘EBITDA’ means, with respect to any fiscal period, Parent’s consolidated net earnings (or loss), minus extraordinary gains (including gains resulting from the Special Asset Disposition), the positive amountcontrary contained herein, if any, of Special Asset Disposition EBITDA, other non-cash gains and interest income, plus non-cash extraordinary losses (including losses resulting from the Special Asset Disposition), other non-cash expenses or losses, Interest Expense, income taxes, and depreciation and amortization for such period, in each case, determined on a consolidated basis in accordance with GAAPCimarron Investment is made: 1. For the purposes of calculating Consolidated EBITDA for in any Reference Rolling Period, if at any time during such Reference Period (and after the Closing Date), Parent or any of its Subsidiaries shall have made a Permitted Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto increased by the Annualized Cimarron EBITDA; and 2. Thereafter Consolidated EBITDA shall be increased by an amount equal to the dividends or similar distributions actually received by a Loan Party in cash from the Cimarron JV (including pro forma adjustments arising out of events which directly or indirectly through Cimarron Devco) during the applicable period; provided that any such dividends or similar distributions are directly attributable intended to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, be retained or used by the Loan Parties for purposes other than further Investments in Cimarron Devco or the Cimarron JV; in each case determined on a basis consistent with Article 11 (i) without duplication for such amounts that are otherwise included in Consolidated Net Income or Consolidated EBITDA for the applicable period and (ii) excluding any such amounts that relate to that portion of Regulation S-X promulgated under the Securities Act and as interpreted Capital Stock of the Cimarron JV that has been redeemed by the staff Cimarron JV or sold, pledged, assigned or otherwise transferred by a Loan Party to a Person that is not a Loan Party, which for purposes of determining Annualized Cimarron EBITDA, shall be deemed to have occurred as of the SEC) beginning of the applicable Rolling Period. Notwithstanding anything to the contrary contained herein or in Section 7.1 or its component definitions, for purposes of calculating Consolidated EBITDA for the period of four fiscal quarters ending June 30, 2018 and Consolidated Total Debt as of such other manner acceptable date, the Specified Asset Sale shall be deemed to Agent as if any such Permitted Acquisition or adjustment be a Material Disposition that occurred on the first (1st) day of such four-quarter period (whether or not the Specified Asset Sale has occurred during the Reference Period) and Consolidated EBITDA and Consolidated Total Debt shall be calculated on a Pro Forma Basis giving effect to the Specified Asset Sale and the use of proceeds therefrom (including the anticipated prepayment of Loans in connection therewith), provided that (i) the requirements of Section 7.5(k) with respect to the Specified Asset Sale have been met and (ii) such pro forma calculations are made based on the purchase price set forth in the Specified PSA.” (d) The definition of “Loan Documents” is hereby amended and restated in full to read in its entirety as follows:

Amendment to Definitions. Certain definitions contained in Section 1.1 of the Credit Agreement are hereby amended as follows: (a) The final sentence of the first paragraph of the definition of “Capital ExpendituresConsolidated EBITDA” set forth contained in Schedule Section 1.1 to of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: “ ‘Capital Expenditures’ means, with respect reference to any period, “or the additions to property, plant and equipment and other expenditures of Parent, Borrowers or any of their respective Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrowers or Parent for such period prepared in accordance with GAAP as capital expenditures; provided, however, that (a) expenditures for or in respect of a Permitted Acquisition shall not constitute Capital Expenditures, and (b) Capital Expenditures shall not include Special Asset Disposition Capital ExpendituresSilverado JV” contained therein.” (b) The Clause (a) of the definition of “Consolidated EBITDA” set forth contained in Schedule Section 1.1 to of the Credit Agreement is hereby amended and restated to read in full as follows: (a) prior to the Commercial Operation Date of a Material Project (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based upon the then-current completion percentage of such Material Project) of an amount to be approved by deleting the Administrative Agent as the projected Consolidated EBITDA attributable to such Material Project for the first 12-month period following the Scheduled Commercial Operation Date (as hereinafter defined) of such Material Project (such amount to be determined based on customer contracts or tariff-based customers relating to such Material Project, the creditworthiness of the other parties to such contracts or such tariff-based customers, and projected revenues from such contracts, tariffs, capital costs and expenses, Scheduled Commercial Operation Date, and other factors reasonably deemed appropriate by the Administrative Agent), which amount may, at the Borrower’s option, be added to actual Consolidated EBITDA for the fiscal quarter in which construction of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual Consolidated EBITDA of the Borrower attributable to such Material Project following such Commercial Operation Date); provided that if the projection of Consolidated EBITDA attributable to such Material Project is revised prior to the Commercial Operation Date of such Material Project by an amount that exceeds the greater of (1) $2,500,000 and (2) 5% of the most recent projection of Consolidated EBITDA delivered to the Administrative Agent with respect to such Material Project, the Borrower shall provide the Administrative Agent with such revised projections together with a revised Material Project Consolidated EBITDA Adjustment reflecting such revised projections, which new Material Project Consolidated EBITDA Adjustment shall be subject to approval by the Administrative Agent; provided further that if the actual Commercial Operation Date does not occur by the Scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the Scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days, 100%; and” (c) The final paragraph of the definition of “Consolidated EBITDA” contained in its entirety Section 1.1 of the Credit Agreement is hereby amended and replacing it with restated to read in full as follows: “Notwithstanding the followingforegoing: “ ‘EBITDA’ means, (A) no Material Project Consolidated EBITDA Adjustment shall be allowed in any fiscal quarter with respect to any fiscal period, Parent’s consolidated net earnings Material Project unless: (y) not later than 30 days (or loss)such shorter period as is acceptable to the Administrative Agent in its reasonable discretion) prior to the delivery of any Compliance Certificate required by the terms and provisions of Section 6.2(a) to the extent Material Project Consolidated EBITDA Adjustments will be made to Consolidated EBITDA for the period covered by the applicable Compliance Certificate, minus extraordinary gains the Borrower shall have delivered to the Administrative Agent written projections of Consolidated EBITDA of the Borrower (or the applicable Restricted Subsidiary) attributable to such Material Project and shall provide updated projections for such Material Project for each fiscal quarter in which such Material Project is ongoing until the Commercial Operation Date, and (z) prior to the date such compliance certificate is required to be delivered, the Administrative Agent shall have approved such projections and will have received such other information (including gains resulting from the Special Asset Dispositionupdated status reports summarizing each Material Project currently under construction and covering original anticipated and current projected cost, Capital Expenditures (completed and remaining), the positive amountanticipated Commercial Operation Date, if any, which may not be modified without the consent of Special Asset Disposition EBITDA, other non-cash gains and interest income, plus non-cash extraordinary losses the Administrative Agent (including losses resulting from the Special Asset Disposition“Scheduled Commercial Operation Date”), total Material Project Consolidated EBITDA Adjustments and the portion thereof to be added to Consolidated EBITDA and other non-cash expenses or lossesinformation regarding projected revenues, Interest Expensecustomers and contracts supporting such projections and the anticipated Commercial Operation Date) and documentation as the Administrative Agent may reasonably request, income taxes, all in form and depreciation substance reasonably satisfactory to the Administrative Agent; and amortization (B) the aggregate amount of all Material Project Consolidated EBITDA Adjustments during any period shall be limited to 20% of the total actual Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such periodperiod (which total actual Consolidated EBITDA shall be determined without including any Material Project Consolidated EBITDA Adjustments), provided, that if the Borrower has delivered the Knight Warrior Pipeline Initiation Certificate to the Administrative Agent, then at such time as the Borrower shall have issued and sold additional Capital Stock (other than Disqualified Capital Stock) during the period beginning on the First Amendment Effective Date and ending on the Commercial Operation Date of the Knight Warrior Pipeline, with gross proceeds thereof in each casethe aggregate minimum amount of $150,000,000 and the net proceeds therefrom have been used to finance construction of the Knight Warrior Pipeline (or repay Loans incurred to finance such construction), determined on a consolidated basis then the percentage limitation set forth above in accordance with GAAP. For this clause (B) shall be increased to be 25% for all periods ending prior to the purposes date that is the earliest of: (i) the first day of calculating EBITDA for any Reference Period, if at any time during such Reference Period (and the fiscal quarter commencing after the Closing Date), Parent or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff Commercial Operation Date of the SECKnight Warrior Pipeline, (ii) December 31, 2016 and (iii) the date upon which construction of the Knight Warrior Pipeline has been cancelled or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first (1st) day of such Reference Periodterminated.” (d) The definition of “Designated Silverado Proceeds” is hereby deleted from Section 1.1 of the Credit Agreement.

Amendment to Definitions. (a) The definition As of “Capital Expenditures” set forth in Schedule 1.1 the date hereof, all references to the Credit term “Agreement” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby amended by deleting to mean the Loan Agreement as such definition in its entirety and replacing it with the following: “ ‘Capital Expenditures’ means, with respect to any period, the additions to property, plant and equipment and other expenditures of Parent, Borrowers or any of their respective Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrowers or Parent for such period prepared in accordance with GAAP as capital expenditures; provided, however, that (a) expenditures for or in respect of a Permitted Acquisition shall not constitute Capital Expenditures, and (b) Capital Expenditures shall not include Special Asset Disposition Capital Expendituresterm is defined herein.” (b) The definition As of “EBITDA” set forth in Schedule 1.1 the date hereof, all references to the Credit term “Financing Agreements” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby amended by deleting such definition to include, in its entirety addition and replacing it with the following: “ ‘EBITDA’ meansnot in limitation, with respect to any fiscal period, Parent’s consolidated net earnings (or loss), minus extraordinary gains (including gains resulting from the Special Asset Disposition), the positive amount, if any, of Special Asset Disposition EBITDA, other non-cash gains and interest income, plus non-cash extraordinary losses (including losses resulting from the Special Asset Disposition), other non-cash expenses or losses, Interest Expense, income taxesthis Amendment No. 4, and depreciation all other agreements documents and amortization for such period, in each case, determined on a consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA for any Reference Period, if instruments at any time during executed and/or delivered by any Borrower or Guarantor with, to or in favor of Agent, any Lender or any other person in connection with the Obligations. (c) As of the date hereof, all references to the term “Term Loan Collateral Account” in the Loan Agreement and the other Financing Agreements shall be deemed and each such Reference Period reference is hereby amended to mean the investment account which is a restricted account maintained by Operating with Term Loan Agent, an affiliate of Term Loan Agent or at a financial institution otherwise designated by Term Loan Agent into which Parent or Operating shall have deposited (1) proceeds of Incremental Term Loans under the Term Loan Credit Facility and after proceeds of the Public Offering and, to the extent that the closing of the Public Offering Over-Allotment is consummated on the Public Offering Closing Date, proceeds of the Public Offering Over-Allotment in an aggregate amount which, together with other funds available to Parent or Operating for such purpose to the extent not prohibited under the Financing Agreements, is not less than the amount necessary to pay all accrued dividends and the redemption of all of the liquidation preference on all Preferred Stock that shall remain outstanding immediately following the Public Offering Closing Date (other than a portion of Series A Preferred Stock to be delivered as the payment for the purchase of common stock of Parent in connection with the TPG Stock Purchase), Parent or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA and (2) such amounts to be utilized for such Reference Period purposes as expressly permitted under the Term Loan Intercreditor Agreement; and which investment account is established and used solely for the purpose of holding such proceeds and such other amounts and at all times shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable subject to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first (1st) day priority perfected security interest of such Reference PeriodTerm Loan Agent.”

Amendment to Definitions. (a) The definition definitions of “Capital Expenditures” the following quoted terms which are set forth in Schedule 1.1 to Section 1.01 of the Credit Agreement is are hereby amended in their entirety as follows: “‘Consolidated EBIT’ for any period means the sum of (i) Consolidated Net Income for such period; (ii) Consolidated Interest Expense for such period; (iii) taxes on income of the Borrower and its Consolidated Subsidiaries for such period to the extent deducted in determining Consolidated Net Income for such period; (iv) losses from Permitted Investments of the Borrower and its Consolidated Subsidiaries; and (v) non-cash non-recurring charges or losses, if any of the Borrower and its Consolidated Subsidiaries for such period, minus the sum of (a) non-cash non-recurring gains, if any of the Borrower and its Consolidated Subsidiaries for such period, (b) interest income of the Borrower and its Consolidated Subsidiaries for such period, and (c) income from Permitted Investments of the Borrower and its Consolidated Subsidiaries. In determining Consolidated EBIT for any period, any Consolidated Subsidiary acquired during such period by deleting the Borrower or any other Consolidated Subsidiary shall be included on a pro forma, historical basis (after giving effect to any adjustments to Consolidated EBIT of such definition newly acquired Consolidated Subsidiary, which such adjustments have been (x) identified in writing by the Borrower at the time of such acquisition and (y) approved by the Agent) as if it had been a Consolidated Subsidiary for the entire period.” “‘Consolidated EBITDA’ for any period means the sum of (i) Consolidated Net Income for such period; (ii) Consolidated Interest Expense for such period, (iii) taxes on income of the Borrower and its entirety Consolidated Subsidiaries for such period to the extent deducted in determining Consolidated Net Income for such period, (iv) Depreciation for such period, (v) amortization of intangible assets of the Borrower and replacing its Consolidated Subsidiaries for such period, (vi) losses from Permitted Investments of the Borrower and its Consolidated Subsidiaries, and (vii) non-cash non-recurring charges or losses, if any of the Borrower and its Consolidated Subsidiaries for such period, minus the sum of (a) non-cash non-recurring gains, if any of the Borrower and its Consolidated Subsidiaries for such period, (b) interest income of the Borrower and its Consolidated Subsidiaries for such period, (c) income from Permitted Investments of the Borrower and its Consolidated Subsidiaries for such period. In determining Consolidated EBITDA for any period, any Consolidated Subsidiary acquired during such period by the Borrower or any other Consolidated Subsidiary shall be included on a pro forma, historical basis (after giving effect to any adjustments to Consolidated EBITDA of such newly acquired Consolidated Subsidiary, which such adjustments have been (x) identified in writing by the Borrower at the time of such acquisition and (y) approved by the Agent) as if it with had been a Consolidated Subsidiary for the following: “ entire period.” “‘Capital ExpendituresPermitted Acquisition’ meansmeans any Acquisition or any Acquisition Option by the Borrower or a Subsidiary of any business which is engaged in the same or related line of business as the Borrower and its Subsidiaries, with respect to any period, the additions to property, plant and equipment and other expenditures of Parent, Borrowers or any of their respective Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows which each of the Borrowers or Parent for such period prepared in accordance with GAAP as capital expenditures; provided, however, that following requirements shall have been satisfied: (a) expenditures for as of the closing of any Acquisition, the execution of any Binding Acquisition Option or in respect the exercise of a Permitted any Non-Binding Acquisition shall not constitute Capital ExpendituresOption, as applicable, such Acquisition, Binding Acquisition Option or Non-Binding Acquisition Option, as applicable, has been approved and (b) Capital Expenditures shall not include Special Asset Disposition Capital Expenditures.”recommended by the board of directors of the Person to be acquired or from which such business is to be acquired; (b) The definition as of “EBITDA” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: “ ‘EBITDA’ means, with respect to closing of any fiscal period, Parent’s consolidated net earnings (or loss), minus extraordinary gains (including gains resulting from the Special Asset Disposition)Acquisition, the positive amountexecution of any Binding Acquisition Option or the exercise of any Non-Binding Acquisition Option, if anyas applicable, of Special Asset Disposition EBITDAafter giving effect thereto, other non-cash gains the acquiring party must not be “insolvent” and interest incomethe Borrower and its Consolidated Subsidiaries, plus non-cash extraordinary losses (including losses resulting from the Special Asset Disposition), other non-cash expenses or losses, Interest Expense, income taxes, and depreciation and amortization for such period, in each case, determined on a consolidated basis basis, must not be “insolvent” (as “insolvent” is defined in accordance with GAAP. For the purposes of calculating EBITDA for any Reference Period, if at any time during such Reference Period (and after the Closing DateSection 4.14), Parent or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first (1st) day of such Reference Period.”; and

Amendment to Definitions. (ai) The definition of “Capital ExpendituresPermitted Indebtedness” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by (A) deleting such definition in its entirety the reference to “and” at the end of clause (p) therein, (B) deleting the period at the end of clause (q) therein and replacing it with “, and” and (C) adding the following: “ ‘Capital Expenditures’ meansfollowing new clause (r) at the end thereof: (r) Indebtedness of Reno SPE arising in connection with the Reno Mortgage, with respect to any period, the additions to property, plant and equipment and other expenditures of Parent, Borrowers or any of their respective Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrowers or Parent for such period prepared in accordance with GAAP as capital expenditures; provided, howeverthat, that (ai) expenditures for or in respect the aggregate principal amount of a Permitted Acquisition such Indebtedness shall not constitute Capital Expendituresexceed $6,750,000 and shall be on terms and conditions reasonably satisfactory to Agent, and (b) Capital Expenditures by no later than three (3) Business Days after the date of the incurrence of such Indebtedness, all of the Net Cash Proceeds thereof shall be remitted to the Agent Payment Account and applied to payment of the Obligations, but shall not include Special Asset Disposition Capital Expendituresreduce the Commitments and (c) such Indebtedness shall be incurred by no later than 60 days after the date of Amendment No. 2.” (bii) The definition of “EBITDAPermitted Liens” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by (A) deleting such definition in its entirety the reference to “and” at the end of clause (r) therein, (B) deleting the period at the end of clause (s) therein and replacing it with “, and” and (C) adding the following: “ ‘EBITDA’ meansfollowing new clause (t) at the end thereof: (t) Liens of Symetra Life Insurance Company (and its successors and assigns) on the assets of the Reno SPE arising under the Reno Mortgage (including Liens on the Reno Real Property) to secure the Indebtedness permitted by clause (r) of the definition of Permitted Indebtedness;; provided, that, (i) Agent shall have received, in form and substance satisfactory to Agent, by no later than within thirty (30) days after the incurrence of such Liens, a mortgagee waiver and access agreement with respect to any fiscal periodthe Reno Real Property, Parent’s consolidated net earnings duly authorized, executed and delivered by Symetra Life Insurance Company, Reno SPE and Borrowers and (or loss)ii) the Reno Mortgage shall be executed, minus extraordinary gains (including gains resulting from the Special Asset Disposition), the positive amount, if any, of Special Asset Disposition EBITDA, other non-cash gains dated and interest income, plus non-cash extraordinary losses (including losses resulting from the Special Asset Disposition), other non-cash expenses or losses, Interest Expense, income taxes, in full force and depreciation and amortization for such period, in each case, determined on a consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA for any Reference Period, if at any time during such Reference Period (and effect by no later than 60 days after the Closing Date), Parent or any date of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first (1st) day of such Reference PeriodAmendment No. 2.”