Common use of Accounting Principles Clause in Contracts

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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.

Accounting Principles. Except as Unless otherwise specifically provided in this Agreementherein, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] this Agreement shall have the meaning customarily given to such terms (term in accordance with GAAP, and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event all financial computations hereunder shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined computed in accordance with GAAP prior consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to giving effect to limit the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementforegoing. If at any time there occurs after the date hereof any change in GAAP would affect from that used in the computation preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any financial ratio or requirement set forth covenants contained in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agentthis Agreement (including those in section 7.03), the Lenders and the Borrower shall negotiate in good faith discuss whether they wish to amend such ratio or requirement any relevant provisions of this Agreement that relate to preserve the original intent thereof in light calculation of such change in GAAP (subject covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to the approval their respective positions as of the Required Lenders); provided until so amendeddate of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, (i) compliance with the financial covenants in this Agreement shall be determined as if no such ratio or requirement shall continue Accounting Change had occurred. In such event, the financial statements required to be computed provided by the Borrower hereunder shall be prepared in accordance with GAAP prior to in effect on the date of such change therein and (ii) 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 Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in GAAPform and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change.

Accounting Principles. Except as (a) Under the Loan Papers and any documents delivered thereunder, unless otherwise provided stated, (i) all accounting terms not specifically or completely defined herein shall be construed in this Agreementconformity with, all computations and determinations as to accounting or financial matters and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be made and prepared in accordance with conformity with, GAAP (including principles of consolidation where appropriate)applied on a consistent basis, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical audited Financial Statements referred delivered pursuant to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt9.1, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities accounting principles applied in a current period must be comparable in all material respects to those applied during the preceding comparable period, and right (iii) while VRI has any consolidated Restricted Subsidiaries, all accounting and financial terms and compliance with financial covenants must be on a consolidating and consolidated basis, as applicable. Notwithstanding the foregoing, for purposes of use assets in each case related to operating leases determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Companies shall be excluded from all calculations made under this Agreement. deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentPaper, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) 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. (c) All references herein to consolidated financial statements of VRI and its Subsidiaries or its Restricted Subsidiaries, or to the determination of “Adjusted EBITDA” or “Funded Debt” for VRI and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis, or any similar reference, shall, in each case, be deemed to include each variable interest entity that VRI is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) or is otherwise required to consolidate in accordance with GAAP; provided, that in determining such amounts, (i) the Funded Debt and Adjusted EBITDA of the Existing Housing Districts in respect of the Existing Housing Bonds shall be excluded, and (ii) the Funded Debt and Adjusted EBITDA of the Existing Metro Districts in respect of any Bonds issued prior to January 28, 2005 (the date of the Existing Agreement) shall be excluded. (d) Any non-cash reduction in Net Income as a result of an increase in the liability of participating rent under the Canyons-Park City Lease will be treated as a Non-Cash Operating Charge for purposes of the calculation of “EBITDA” and shall not be considered interest expense for any purpose under this Agreement.

Accounting Principles. (a) Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided. In the event GAAP changes after the date hereof in a manner that causes noncompliance with the covenants hereof, however, that all accounting terms used the parties hereto shall agree in Section 8.2 [Negative Covenants] (good faith to modify the covenants and all the related defined terms used to compensate for such change in GAAP. Notwithstanding the definition foregoing, all leases and obligations of any accounting term used Pubco Guarantor and its Subsidiaries that are or would be characterized as operating leases or operating lease obligations in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under accordance with GAAP as in effect on prior to the date hereof applied of implementation of FASB ASU No. 2016-02, Leases (Topic 842) (whether or not such operating lease or operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such leases or obligations not in effect on such date) accounted for as operating leases and operating lease obligations (and not as capital leases, finance leases or Capitalized Lease Obligations) for all purposes under this Agreement and the other Credit Documents, regardless of any change in GAAP that would otherwise require such leases to be treated or recharacterized as capital leases or finance leases or such obligations to be treated or recharacterized (on a prospective or retroactive basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(aor otherwise) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any as finance lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to obligations or Capitalized Lease Obligations and without giving effect to the Accounting Standards Codification implementation of FASB ASU No. 2016-02, Leases (Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrower and to its Operating Cash Flow, Total Debt, Fixed Charges, Pro Forma Debt Service, and other such terms shall be delivered deemed to refer to such items of the Borrower and its Restricted Subsidiaries, on a fully consolidated basis. The Borrower shall deliver to the Banks at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Banks shall object in writing to the Borrower's determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrower, the Administrative Agent, the Lenders and the Borrower shall Majority Banks will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrower complies in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 changes in GAAP).

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Article VII shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements statements referred to in Section 6.9(a) [Historical Statements])6.4. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would affect the computation of any of the financial covenants set forth in no event shall any lease be deemed a capital lease for purposes of Article VII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to giving effect such change therein. Notwithstanding any provision contained herein to the contrary, solely for purposes of calculating any financial covenant required hereunder, such calculation shall ignore the application of the Convertible Debt Accounting Standards Codification Topic 842Guidance, Leases if and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementthe extent otherwise applicable to Borrower’s financial statements. If at any time any material change in GAAP would materially affect the computation of any financial ratio or requirement set forth in any of the Loan DocumentDocuments, 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 LendersLenders (which shall not be unreasonably withheld)); provided provide that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 an explanation of such ratio or requirement made before and after giving effect to the impact of such change in GAAPreasonable detail satisfactory to the Administrative Agent.

Accounting Principles. Except as Unless otherwise stated, (a) GAAP determines all accounting and financial terms and compliance with financial covenants; (b) all accounting principles applied in a current period must be consistent in all material respects with those applied during the preceding comparable period, unless the change is required by GAAP; provided however, if the Borrower wishes to change an accounting principle that is not consistent with that applied during the preceding comparable period, and is not required under GAAP, such change shall not be effective unless (i) the Borrower shall have objected in this Agreement, all computations and determinations as writing to accounting or financial matters and all determining such compliance on such basis within ten (10) days of delivery to the Administrative Agent of the financial statements relating to be delivered pursuant to this Agreement such period, or (ii) the Majority Lenders shall so object in writing within thirty (30) days after receipt of such financial statements, in either of which events such calculations shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred 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 6.9(a8.1 hereof, shall mean the Current Financials); and (c) [Historical Statements]). For the avoidance Borrower shall deliver to the Administrative Agent at the same time as the delivery of doubt, any annual or quarterly financial statement under Section 8.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have objection has been categorized as an operating lease as determined made in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases proviso of subparagraph (b) above and (ii) all lease liabilities and right reasonable estimates of use assets in each case related the difference between such statements arising as a consequence thereof. Notwithstanding the foregoing to operating leases shall the contrary, for changes which are required under GAAP where GAAP does not require restatement or pro forma disclosure of the impact of the change on prior periods, the impact of the change on prior periods will only be excluded from all calculations made under this Agreementdisclosed if reasonably practical to estimate. If Furthermore, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentherein, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the therein. If either Borrower or Majority Lenders shall provide to the so request, Administrative Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to give effect to such change in GAAP. If Administrative Agent and Borrower agree on such amendment, Administrative Agent shall notify Lenders and distribute such amendment to Lenders and unless Majority Lenders object in writing within ten (10) Business Days of the date such notice is delivered to Lenders, such amendment shall become effective in accordance with its terms automatically, without any further action on the part of Borrower, Administrative Agent or Lenders; provided that, until so amended, the Financial Statements required to be delivered by Borrower to Administrative Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth pursuant to Section 8.1 hereof shall be accompanied by a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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.

Accounting Principles. Except as Unless otherwise provided in this Agreementindicated, all computations financial calculations in respect of the Loan Parties or any Loan Party are on a consolidated basis for the Loan Parties and determinations as to accounting defined terms assume that financial information is prepared or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared calculated on a consolidated basis for the Loan Parties in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAPapplicable Accounting Practices; provided, however, that all accounting terms used with respect to the financial covenants in Section 8.2 [Negative Covenants] 10 of this Agreement (and all defined terms used to the extent necessary, related definitions), such financial calculations shall use financial information prepared or calculated on a consolidated basis for the Loan Parties in accordance with the Loan Parties’ past accounting practices and historical financial statements only; provided, further, that in the event the Loan Parties’ are unable to fully transition to GAAP accounting by the time provided in the definition of “Accounting Practices”, then the Loan Parties may request a reasonable extension of such transition period from Agent, which request (a) may be made via email notification (with confirmed receipt), (b) shall be subject to Agent’s approval in its sole discretion and (c) if granted, shall not result in a waiver fee or similar payment to Agent or Lenders. If any accounting term used changes in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (GAAP are hereafter required or permitted and defined terms) under GAAP as in effect on the date hereof applied are adopted by Loan Parties on a consolidated basis consistent with those the agreement of their certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, restrictions or standards herein or in the related definitions or terms used in preparing therein, the Historical Statements referred parties hereto agree to in Section 6.9(a) [Historical Statements]). For enter into negotiations to amend such provisions so as to reflect equitably such changes with the avoidance desired result that the criteria for evaluating the financial condition of doubt, (i) in no event Loan Parties on a consolidated basis shall any lease be deemed a capital lease for purposes of this Agreement the same after such changes as if such lease would have changes had not been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842made; provided, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any however, that no change in GAAP that would affect the computation method of calculation of any financial ratio or requirement set forth in 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 financial covenants, restrictions or standards or definitions of terms used therein shall be given effect in such calculations until such provisions are amended in a manner reasonably satisfactory to Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2015 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]), except in the case of the definition of “Maintenance Capital Expenditures,” as contemplated in the definition thereof. For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentAgents, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower 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.

Accounting Principles. Except as otherwise provided Should any change in U.S. generally accepted principles from those used in the preparation of the audited consolidated financial statements of Borrower referred to in Section 5.3(b) occur by reason of any change in the rules, regulations, regulations, pronouncements, opinion or other requirements of the Financial Accounting Standards Board (FASB) (or any successor thereto or agency with similar function), or if Borrower adopts the International Financial Reporting Standards, and such change in accounting principles and/or adoption of such standards results in a change in the method or results of calculation of financial covenants and/or defined terms contained in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles then at the option of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBanks or Borrower, the Administrative Agent, the Lenders and the Borrower shall negotiate in parties will enter into good faith negotiations to amend such ratio or requirement financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to preserve reflect fairly such changes and/or adoption so that the original intent thereof criteria for evaluating the financial condition of Borrower shall be the same in light commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and calculation of such change financial covenants and/or defined terms related thereto hereunder shall be determined in GAAP (subject to the approval of the Required Lendersmanner so agreed); provided that, until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance with GAAP prior to such change therein or adoption; provided, further that, any obligations relating to a lease that in accordance with GAAP in effect on the Effective Date, would be accounted for by the Borrower as an operating lease shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capital Lease (ii) and any future, replacement or amended lease, if it were in effect on the Effective Date, that would be treated as an operating lease for purposes of GAAP as of the Effective Date shall be treated as an operating lease); provided, further that, 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 which include a reconciliation between calculations of showing such ratio or requirement made treatment before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in this Agreement(a) The classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all consistently applied. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrower on a consolidated basis with its Subsidiaries. Notwithstanding the foregoing, (i) all financial covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or (ii) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and capital leases in Section 8.2 [Negative Covenants] (and all defined terms used in a manner consistent with the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) treatment under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the issuance by the Financial Accounting Standards Codification Topic 842Board on February 25, Leases and 2016 of Accounting Standards Update No. 2016-02. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower a Credit Party or the Required Lenders shall so request, the Administrative Agent, the Required 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)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements the adjustments and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made reconciliations necessary to enable the Administrative Agent and each Lender to determine compliance with the Financial Covenant before and after giving effect to such change in GAAP. (c) For the purposes of this Agreement and the other Loan Documents, the Total Leverage Ratio shall be calculated on a Pro Forma Basis.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on from time to time, consistently applied; provided that any change in GAAP after the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall Closing Date will not cause any lease that was not or would not have been a capital lease prior to such change to be deemed a capital lease and the obligations with respect thereto shall not constitute Indebtedness pursuant to paragraph (d) of the definition of “Indebtedness”. Notwithstanding the foregoing, for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance determining compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and any covenant (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect including the computation of any financial ratio covenant) contained herein, Indebtedness of the Company 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 liabilities shall be disregarded. (b) References herein to particular columns, lines or requirement sections of any Person’s Annual Statement shall be deemed, where appropriate, to be references to the corresponding column, line or section of such Person’s Quarterly Statement, or if no such corresponding column, line or section exists or if any report form changes, then to the corresponding item referenced thereby. In the event the columns, lines or sections of the Annual Statement or Quarterly Statement referenced herein are changed or renumbered from the columns, lines and sections applicable to the 2014 Annual Statement, or the March 31, 2015 Quarterly Statement, all such references shall be deemed references to such column, line or section as so renumbered or changed. (c) In the event of any future Material Acquisition or Material Disposition, determinations of compliance with the financial covenants contained herein for any applicable period for which such calculation is being calculated shall be made on a Pro Forma Basis. (d) If, at any time after the date of this Agreement, any material change is made to GAAP or the Company’s accounting practices that would affect in any material respect the determination of compliance with the covenants set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestthis Agreement, the Administrative Agent, Company shall notify the Lenders Agent of the change and the Borrower Company and the Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (covenant, subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) restore the Borrower shall provide to the Administrative Agent Company and the Lenders financial statements to the position they occupied before the implementation of such material change in GAAP or accounting practices; provided that if the Company and other documents required under the Agent are unable to reach agreement within 30 days following the implementation of such material change, the Agent shall be permitted, acting in good faith, to make such amendments, in each case subject to the approval of the Required Lenders, to the covenants set forth in this Agreement or as it reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before determines are necessary to restore the Company and after giving effect the Lenders to such change in GAAPthe position they occupied prior to the implementation thereof.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentCEI Agents, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower 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.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall term) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentSection VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Parent and (ii) its Subsidiaries shall be deemed to be carried at 100% of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. For purposes of determining compliance with any covenant contained herein, whether a lease constitutes a capital lease, and other documents whether obligations arising under such lease are required under this Agreement to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in such lessee’s financial statements, shall be determined in all material respects in accordance with GAAP as in effect on December 31, 2017 notwithstanding any modification or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such interpretive change in GAAPoccurring thereafter.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on from time to time, consistently applied; provided that any change in GAAP after the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall Closing Date will not cause any lease that was not or would not have been a capital lease prior to such change to be deemed a capital lease and the obligations with respect thereto shall not constitute Indebtedness pursuant to paragraph (d) of the definition of “Indebtedness”. Notwithstanding the foregoing, for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance determining compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and any covenant (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect including the computation of any financial ratio covenant) contained herein, Indebtedness of the Company 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 liabilities shall be disregarded. (b) References herein to particular columns, lines or requirement sections of any Person’s Annual Statement shall be deemed, where appropriate, to be references to the corresponding column, line or section of such Person’s Quarterly Statement, or if no such corresponding column, line or section exists or if any report form changes, then to the corresponding item referenced thereby. In the event the columns, lines or sections of the Annual Statement or Quarterly Statement referenced herein are changed or renumbered from the columns, lines and sections applicable to the 2014 Annual Statement, or the March 31, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, all such references shall be deemed references to such column, line or section as so renumbered or changed. (c) In the event of any future Material Acquisition or Material Disposition, determinations of compliance with the financial covenants contained herein for any applicable period for which such calculation is being calculated shall be made on a Pro Forma Basis. (d) If, at any time after the date of this Agreement, any material change is made to GAAP or the Company’s accounting practices that would affect in any material respect the determination of compliance with the covenants set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestthis Agreement, the Administrative Agent, Company shall notify the Lenders Agent of the change and the Borrower Company and the Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (covenant, subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) restore the Borrower shall provide to the Administrative Agent Company and the Lenders financial statements to the position they occupied before the implementation of such material change in GAAP or accounting practices; provided that if the Company and other documents required under the Agent are unable to reach agreement within 30 days following the implementation of such material change, the Agent shall be permitted, acting in good faith, to make such amendments, in each case subject to the approval of the Required Lenders, to the covenants set forth in this Agreement or as it reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before determines are necessary to restore the Company and after giving effect the Lenders to such change in GAAPthe position they occupied prior to the implementation thereof.

Accounting Principles. Except Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, such determination or calculation, to the extent applicable and except as otherwise provided specified in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP or SAP. If a change in GAAP or SAP after the date of this Agreement would require a change affecting the calculation of any requirement under this Agreement, then the Administrative Agent and the Borrowers shall negotiate in good faith for the amendment of the affected requirements (including principles which amendment shall be subject to the approval of consolidation where appropriatethe Required Lenders as provided for in Section 10.3.1), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (until and all defined terms used in unless such an amendment is agreed upon, the definition requirements of any accounting term used in Section 8.2 [Negative Covenants] this Agreement shall have the meaning given remain as written and compliance therewith shall be determined according to such terms (and defined terms) under GAAP or SAP, as applicable, in effect on prior to the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])change. For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized FASB ASC 320 and FASB ASC 220 should apply, and continue to apply, as an operating lease as determined they exist on the Closing Date unless the Required Lenders and the Borrowers mutually agree otherwise. If PLC notifies the Administrative Agent that it intends to discontinue providing financial statements in accordance with GAAP prior or PLICO notifies the Administrative Agent that it intends to giving effect to discontinue providing financial statements in accordance with SAP, then the Accounting Standards Codification Topic 842, Leases Borrowers and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 for a replacement accounting standard, provided, however, until such ratio or requirement to preserve replacement accounting standard is agreed upon, the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement applicable Borrower shall continue to be computed use GAAP or SAP, as applicable, in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide preparing its financial statements. Notwithstanding anything herein to the Administrative Agent contrary, for purposes of calculating the financial covenants set forth in Sections 5.12 and the Lenders financial statements 5.13 and other documents required amounts hereunder, all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under this Agreement any operating lease, in each case of the foregoing, to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor, or a member of its consolidated group, is the lessee and would not have been accounted for as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving under GAAP as in effect to such change in GAAPon December 31, 2015.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP (including principles of consolidation where appropriate)GAAP. Notwithstanding the foregoing, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if determining compliance with any covenant (other than any covenant requiring the delivery of financial statements) contained herein, Indebtedness shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effect of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) References herein to “fiscal year” and “fiscal quarter” refer to such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect fiscal periods of the Borrower. (c) For purposes of calculations made pursuant to the Accounting Standards Codification Topic 842terms of this Agreement, Leases and (ii) all lease liabilities and right of use assets in each case related GAAP will be deemed to treat operating leases shall be excluded from all calculations made in a manner consistent with their current treatment under this Agreement. generally accepted accounting principles as of September 30, 2010, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (d) If at any time any change in GAAP would affect occurs after the computation date of any this Agreement and such change results in a material variation in the method of calculation of financial ratio covenants or requirement set forth other terms of this Agreement or in any Loan Documentwhat Subsidiaries are consolidated for financial reporting purposes, and either then the Borrower or the Required Lenders shall so requestBorrower, the Administrative Agent, Agent and the Lenders and the Borrower shall negotiate in good faith agree to amend such ratio or requirement provisions of this Agreement so as to preserve equitably reflect such change so that the original intent thereof in light of criteria for evaluating the Borrower’s financial condition will be the same after such change as if such change had not occurred and until such amendments are made such change in GAAP shall be disregarded for purposes of determining compliance with this Agreement. (subject e) All calculations of the Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Senior Secured Leverage Ratio shall be made on a Pro Forma Basis. (f) Prior to delivery of the Borrower’s financial statements for the fiscal year ending December 31, 2010, any requirement to satisfy a minimum Consolidated Interest Coverage Ratio or maximum Consolidated Leverage Ratio by reference to Section 8.09 or Section 8.10, shall refer to the approval applicable required ratio on December 31, 2010 based on the financial results of the Required Lenders); provided until so amendedBorrower through September 30, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein 2010 and (ii) 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 determined on a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPPro Forma Basis.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP (including principles of consolidation where appropriate)GAAP, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP consistently applied as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])audited financial statements for the fiscal year ended December 31, 2013. For Notwithstanding the avoidance of doubtforegoing, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Parent 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 liabilities shall be disregarded. References to “consolidated,” when it precedes any accounting term, means such lease term as it would have been categorized as an operating lease as apply to the Loan Parties on a consolidated basis, determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and GAAP. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, 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 Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company 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.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2014 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as (a) Under the Loan Papers and any documents delivered thereunder, unless otherwise provided stated, (i) all accounting terms not specifically or completely defined herein shall be construed in this Agreementconformity with, all computations and determinations as to accounting or financial matters and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be made and prepared in accordance with conformity with, GAAP (including principles of consolidation where appropriate)applied on a consistent basis, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical audited Financial Statements referred delivered pursuant to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt9.1, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities accounting principles applied in a current period must be comparable in all material respects to those applied during the preceding comparable period, and right (iii) while VRI has any consolidated Restricted Subsidiaries, all accounting and financial terms and compliance with financial covenants must be on a consolidating and consolidated basis, as applicable. Notwithstanding the foregoing, for purposes of use assets in each case related to operating leases determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Companies shall be excluded from all calculations made under this Agreement. deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentPaper, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) 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. (c) All references herein to consolidated financial statements of VRI and its Subsidiaries or its Restricted Subsidiaries, or to the determination of “Adjusted EBITDA” or “Funded Debt” for VRI and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis, or any similar reference, shall, in each case, be deemed to include each variable interest entity that VRI is required to consolidate pursuant to FASB Interpretation No. 46 — Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) or is otherwise required to consolidate in accordance with GAAP; provided, that in determining such amounts, (i) the Funded Debt and Adjusted EBITDA of the Existing Housing Districts in respect of the Existing Housing Bonds shall be excluded, and (ii) the Funded Debt and Adjusted EBITDA of the Existing Metro Districts in respect of any Bonds issued prior to January 28, 2005 (the date of the Existing Agreement) shall be excluded. (d) Any non-cash reduction in Net Income as a result of an increase in the liability of participating rent under the Canyons-Park City Lease will be treated as a Non-Cash Operating Charge for purposes of the calculation of “EBITDA” and shall not be considered interest expense for any purpose under this Agreement.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this Article I or elsewhere in the Agreement, all computations shall have the meaning ascribed thereto by GAAP not inconsistent with the Borrower’s present accounting procedures, provided, that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements to be delivered furnished to the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP except as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentthe notes thereto or otherwise disclosed in writing by the Borrower to the Banks), and either provided, that (a) all computations determining compliance with Section 8.13, including definitions used therein, shall utilize accounting principles based on the Pro Rata Consolidation Method as opposed to the full consolidation method of accounting, (b) all computations determining compliance with Article VIII, including definitions used therein, shall exclude interest income received by the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate or such Subsidiary pursuant to Section 8.06(d) of this Agreement, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in good faith to amend such ratio the footnotes thereto or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval otherwise) of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) financial results of the Borrower shall provide to using accounting principles based on 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 GAAPPro Rata Consolidation Method.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentCEI Agents, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower 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.

Accounting Principles. Except as otherwise provided in this Agreement(a) The classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including consistently applied, unless such principles are inconsistent with the express requirements of consolidation where appropriate)this Agreement; provided that if because of a change in GAAP after the date of this Agreement the Parent or any of its Restricted Subsidiaries would be required to alter a previously utilized accounting principle, method or policy in order to remain in compliance with GAAP, such determination shall continue to be made in accordance with the Parent’s or such Restricted Subsidiary’s previous accounting principles, methods and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all policies. All accounting terms used in Section 8.2 [Negative Covenants] (and all herein without definition shall be used as defined terms used in under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied Parent on a consolidated basis consistent with those used in preparing its Restricted Subsidiaries. Notwithstanding the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtforegoing, (i) in no event all financial covenants contained herein shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to calculated without giving effect to the any election under Statement of Financial Accounting Standards Codification Topic 842, Leases and 159 (iior any similar accounting principle) all lease permitting a Person to value its financial liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. at the fair value thereof. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentDocument or any calculation or determination relating to capital leases or operating leases, and either the Borrower a Credit Party or the Required Majority Lenders shall so request, the Administrative Agent, the Majority 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)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Borrowers 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.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles principals of consolidation consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements annual financial statements of the US Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement covenants set forth in Section 5.14 based upon the US Borrower's regularly prepared financial statements by reason of the preceding sentence, or if such change would result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the US Borrower's compliance with such financial covenants, standards or terms shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective. Notwithstanding anything to the contrary contained above or in the definition of Capitalized Lease Obligation, in the event of an accounting change (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such ratio or requirement made before and after giving accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such change in GAAPaccounting change).

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to --------------------- GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Operating Cash Flow, Senior Debt, Total Debt, Fixed Charges, Pro Forma Debt Service, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Banks at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Banks shall object in writing to the Borrowers' determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Lenders and the Borrower shall Majority Banks will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 changes in GAAP).

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2009 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2011 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided herein, (i) each financial term in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared interpreted in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied of such interpretation; and (ii) where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other computation is required to be made for the purpose of this Agreement, such determination or calculation shall be made in accordance with GAAP in effect on the date of such determination. If any accounting changes occur and such changes result in a basis consistent with those material change in the calculation of the financial covenants, standards or terms used in preparing this Agreement, then the Historical Statements referred Borrower, the Agent and the Lenders agree to discuss whether they wish to amend such provisions with the desired result that the criteria for evaluating the financial condition of the applicable Secured Companies shall be substantially similar after such accounting changes as if such accounting changes had not been made; Any such amendments shall become effective upon the execution and delivery of an amendment to this Agreement executed by the Borrower and the Required Lenders; and for greater certainty any such amendment executed by the Borrower and the Required Lenders shall be sufficient to bind all Lenders. If the Borrower and the Required Lenders do not execute and deliver such amendment within thirty (30) days following the date of implementation of any such accounting changes, then all calculations of financial covenants and other standards and terms in Section 6.9(a) [Historical Statements])this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to such accounting changes and the Borrower shall, in connection with the delivery of any financial statements under this Agreement, provide a management-prepared reconciliation of the financial covenants to such financial statements to such accounting changes. For the avoidance of doubt, (i) notwithstanding any changes in no event shall any GAAP after the Closing Date that would require lease obligations that would be deemed a capital lease treated as operating leases as of the Closing Date to be classified and accounted for purposes of this Agreement if as Capital Leases or otherwise reflected on the Borrower's consolidated balance sheet, such lease would have been categorized as an operating lease as determined in accordance with GAAP obligations, whether incurred prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If or at any time any change in GAAP would affect after the computation of any financial ratio or requirement set forth in any Loan DocumentClosing Date, 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 until so amended, (i) such ratio or requirement shall continue to be computed excluded from the definition of Funded Debt and shall not constitute Funded Debt but shall continue to be treated as operating leases in accordance a manner consistent with GAAP such treatment prior to such change therein and (ii) 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 GAAPchange.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 7.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 7.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a5.1.8 (i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, and (i) if such change would result in no event shall any lease be deemed a capital lease the inability to determine compliance with the financial covenants set forth in Section 7.2 [Negative Covenants] and/or Leverage Ratio for purposes of determining interest, the Letter of Credit Fee, or the Commitment Fee based upon the Borrower’s regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842Borrower’s financial statements at that time, Leases and and/or (ii) all lease liabilities and right if such change relates to the treatment of use assets in each case related to operating leases as capital leases for some or every purpose, such that the assumptions relied upon by the parties hereto in fixing the maximum amounts set forth in clause (viii) of the definition of Permitted Liens and Section 7.2.1(iii) are no longer valid, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to clause (viii) of the definition of Permitted Liens and Section 7.2.1(iii) to re-establish maximums consistent with the assumptions prior to such change in GAAP, provided, however, if (i) the Borrower shall be excluded from all calculations made under this Agreement. If object to determining such compliance on such basis at any the time of delivery of such financial statements due to any change in GAAP would affect or the computation of any financial ratio rules promulgated with respect thereto, or requirement set forth in any Loan Document, and (ii) either the Borrower Agent or the Required Lenders shall so request, the Administrative Agent, object in writing within 60 days after delivery of such financial statements (or after the Lenders and have been informed of the changes in GAAP affecting such financial statements, if later), then for the period following such objection, unless otherwise agreed by 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 and the Required Lenders); provided until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance made on a basis consistent with GAAP prior to such change therein and (ii) the most recent financial statements delivered by 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 to which no such ratio or requirement made before and after giving effect to such change in GAAPobjection shall have been made.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Annual Statements referred to in Section 6.9(a6.1.9 (i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would result in no event shall any lease be deemed a capital lease for purposes the inability to determine compliance with the financial covenants set forth in Section 8.2 [Negative Covenants] based upon the Borrower’s regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior the Borrower’s financial statements at that time, provided, however, if (i) the Borrower shall object to giving effect determining such compliance on such basis at the time of delivery of such financial statements due to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect or the computation of any financial ratio rules promulgated with respect thereto, or requirement set forth in any Loan Document, and (ii) either the Borrower Agent or the Required Lenders shall so request, the Administrative Agent, object in writing within 60 days after delivery of such financial statements (or after the Lenders and have been informed of the changes in GAAP affecting such financial statements, if later), then for the period following such objection, unless otherwise agreed by 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 and the Required Lenders); provided until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance made on a basis consistent with GAAP prior to such change therein and (ii) the most recent financial statements delivered by 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 to which no such ratio or requirement made before and after giving effect to such change in GAAPobjection shall have been made.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2010 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided in this Agreement(a) The classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all consistently applied. All accounting terms used herein without definition shall be used as defined 27 NAI-1527873932v11527873932v3 NAI-1527873932v11527873932v3 under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrower on a consolidated basis with its Subsidiaries. Notwithstanding the foregoing, (i) all financial covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or (ii) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and capital leases in Section 8.2 [Negative Covenants] (and all defined terms used in a manner consistent with the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) treatment under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the issuance by the Financial Accounting Standards Codification Topic 842Board on February 25, Leases and 2016 of Accounting Standards Update No. 2016-02. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower a Credit Party or the Required Lenders shall so request, the Administrative Agent, the Required 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)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements the adjustments and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made reconciliations necessary to enable the Administrative Agent and each Lender to determine compliance with the Financial Covenant before and after giving effect to such change in GAAP. (c) For the purposes of this Agreement and the other Loan Documents, the Total Leverage Ratio shall be calculated on a Pro Forma Basis.

Accounting Principles. Except as otherwise provided in Where the character or amount of any asset, liability or indebtedness or item of income or expense is required to be determined, or any consolidation or combination or other accounting computation is required to be made for any purpose under this Agreement, all computations and determinations as to accounting or financial matters and all financial statements Agreement (including the contents of any certificate to be delivered pursuant to this Agreement shall hereunder), such determination, consolidation, combination or other accounting computation shall, unless the parties otherwise agree or the context otherwise requires, be made and prepared in accordance with GAAP and, with respect to the Ratios and other financial covenants herein contained (including principles of consolidation where appropriateincluding, for greater certainty, those contemplated in Section 14.2), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used be made in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under accordance with GAAP as in effect on the date hereof applied of, or at the end of the period covered by, the financial statements on a the basis consistent with those used in preparing of which such Ratios and other financial covenants are computed; provided however that if there occurs after the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes date of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect that affects in any material respect the computation calculations of any such Ratios and other financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestCREDIT AGREEMENT – PAGE 4 covenants, the Administrative Agent, the Lenders Finance Parties and the Cdn Borrower shall use commercially reasonable efforts to negotiate in good faith amendments to amend the provisions of this Agreement that relate to the calculation of any such ratio or requirement to preserve Ratio(s) and other financial covenants with the original intent thereof in light of having the respective positions of the Finance Parties and the Cdn Borrower after such change in GAAP (subject conform as nearly as possible to their respective positions as at the approval date of the Required Lenders)this Agreement; and provided further that, until so amended, (i) all such ratio or requirement Ratios and other financial covenants shall continue to be computed calculated in accordance with GAAP prior to such change therein (and as if no such change in GAAP has occurred) and (ii) the Cdn 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 Ratios and other financial covenants made before and after giving effect to such change in GAAP.; it being agreed that (x) the Cdn Borrower shall not be required to pay any fees (whether work fees, amendment fees or other similar fees) to any Finance Party in connection with or in respect of any such amendment, and (y) for greater certainty, for all purposes of this Section 1.7, an “amendment” means any amendment which is strictly limited to the provisions relating to the calculation of any such Ratio(s) or other financial covenants and shall not in any way include any amendment purporting to encompass or constitute a waiver of any Default under any such Ratio(s) or other financial covenants or to modify the required maintenance level of any such Ratio(s) or other financial covenants as intended by the parties as at the date of this Agreement. For the purposes of computing the Ratios and other financial covenants herein contained (including, for greater certainty, those contemplated in Section 14.2), such Ratios and financial covenants shall be determined and calculated, with respect to any relevant period, on a Pro Forma Basis,

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a6.1.6 (i) [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest, Letter of Credit Fee and Commitment Fee determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest, Letter of Credit Fee or requirement set forth in any Loan Document, and either Commitment Fee determinations (or if the Administrative Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any such change in GAAP), then the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements 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, (i) the Loan Parties’ compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower and the Required Lenders, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 8.3.1 [Quarterly 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 GAAPSection 8.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made in accordance with GAAP, consistently applied. (b) References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Borrower or the Parent, as the case may be. (c) Financial statements and other information furnished to the Lenders pursuant to Section 7.01 shall be prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on at the date hereof applied time of such preparation) on a basis consistent with those used basis. In the event any Accounting Changes (as defined below) shall occur and such changes affect financial covenants, standards or terms in preparing this Agreement, then the Historical Statements referred Borrower and the Lenders agree to enter into negotiations in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Borrower and the Mexican Sub shall be the same after such Accounting Changes as if such lease would Accounting Changes had not been made, and until such time as such an amendment shall have been categorized executed and delivered by the Borrower and the Lenders, (A) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as an operating lease as determined in accordance with GAAP prior to giving effect to the if such Accounting Standards Codification Topic 842Changes had not been made, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Borrower shall provide prepare footnotes to the Administrative Agent each Compliance Certificate and the Lenders financial statements required to be delivered hereunder that show the differences between the financial statements delivered (which reflect such Accounting Changes) and other documents the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). “Accounting Changes” means: (a) changes in accounting principles required under this Agreement by GAAP and implemented by the Borrower and the Mexican Sub; (b) changes in accounting principles recommended by the Borrower’s certified public accountants; and (c) changes in carrying value of any of the Borrower’s or as reasonably requested hereunder setting forth a reconciliation between calculations the Mexican Sub’s assets, liabilities or equity accounts resulting from any adjustments in excess of such ratio or requirement made before and after giving effect to such change $50,000 in GAAPthe aggregate.

Accounting Principles. Except as otherwise provided in this Agreement, all computations All accounting and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease Loan Documents will be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP. Unless otherwise indicated, all financial calculations in respect of the Borrower or any Guarantor are on a consolidated basis and defined terms assume that financial information is prepared or calculated on a consolidated basis in accordance with GAAP. If any changes in GAAP prior are hereafter required or permitted and are adopted by Borrower or a Guarantor on a consolidated basis with the agreement of their certified public accountants and such changes result in a change in the method of calculation of any of the Financial Covenants, restrictions or standards herein or in the related definitions or terms used therein, the parties hereto agree to enter into negotiations to amend such provisions so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition of Borrower and Guarantors on a consolidated basis shall be the same after such changes as if such changes had not been made; provided however, that no change in GAAP that would affect the method of calculation of any of the Financial Covenants, restrictions or standards or definitions of terms used therein shall be given effect in such calculations unless and until such provisions are amended in a manner reasonably satisfactory to Agent (and Borrower shall provide additional financial statements and supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as the Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Financial Covenants before giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 applicable changes in GAAP).

Accounting Principles. Except as (a) Under the Loan Papers and any documents delivered thereunder, unless otherwise provided stated, (i) all accounting terms not specifically or completely defined herein shall be construed in this Agreementconformity with, all computations and determinations as to accounting or financial matters and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be made and prepared in accordance with conformity with, GAAP (including principles of consolidation where appropriate)applied on a consistent basis, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical audited Financial Statements referred delivered pursuant to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt9.1, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities accounting principles applied in a current period must be comparable in all material respects to those applied during the preceding comparable period, and right (iii) while VRI has any consolidated Restricted Subsidiaries, all accounting and financial terms and compliance with financial covenants must be on a consolidating and consolidated basis, as applicable. Notwithstanding the foregoing, for purposes of use assets in each case related to operating leases determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Companies shall be excluded from all calculations made under this Agreement. deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentPaper, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) 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. (c) All references herein to consolidated financial statements of VRI and its Subsidiaries or its Restricted Subsidiaries, or to the determination of “Adjusted EBITDA” or “Funded Debt” for VRI and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis, or any similar reference, shall, in each case, be deemed to include each variable interest entity that VRI is required to consolidate pursuant to FASB Interpretation No. 46 - Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) or is otherwise required to consolidate in accordance with GAAP; provided, that in determining such amounts, (i) the Funded Debt and Adjusted EBITDA of the Existing Housing Districts in respect of the Existing Housing Bonds shall be excluded, and (ii) the Funded Debt and Adjusted EBITDA of the Existing Metro Districts in respect of any Bonds issued prior to January 28, 2005 (the date of the Existing Agreement) shall be excluded. (d) Any non-cash reduction in Net Income as a result of an increase in the liability of participating rent under the Canyons-Park City Lease will be treated as a Non-Cash Operating Charge for purposes of the calculation of “EBITDA” and shall not be considered interest expense for any purpose under this Agreement.

Accounting Principles. Except (1) Wherever in this Agreement reference is made to generally accepted accounting principles (“GAAP”), such reference shall be deemed to be to the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided or contemplated herein to be applicable on an unconsolidated basis) as at the date on which such calculation is made or required to be made in accordance with generally accepted accounting principles. Where the character or amount of any asset or liability or item of revenue or expense or amount of equity is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Document, such determination or calculation shall, to the extent applicable and except as otherwise provided specified herein or as otherwise agreed in this Agreementwriting by the parties, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP applied on a consistent basis (subject to paragraphs (2) to (5) of this Section 1.4). (2) If: (a) there occurs a material change in GAAP, including as a result of a conversion to International Financial Reporting Standards; or (b) Nexen or any of the Restricted Subsidiaries adopts a material change in an accounting policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of Nexen and would cause an amount required to be determined for the purposes of the financial covenant in Section 10.3 or any financial term used in the Credit Agreement (each a “Financial Covenant/Term”) to be materially different than the amount that would be determined without giving effect to such change, Nexen shall notify the Agents of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements in accordance with GAAP and state whether Nexen desires to revise the method of calculating one or more of the Financial Covenants/Terms (including principles the revision of consolidation where appropriate), and all accounting or financial terms shall have any of the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition determination of any accounting term used such Financial Covenant/Term) in Section 8.2 [Negative Covenants] shall have the meaning given order that amounts determined after giving effect to such terms Accounting Change and the revised method of calculating such Financial Covenant/Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Agents within sixty (60) days after the end of the Fiscal Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter or in respect of an entire Fiscal Year, within 120 days after the end of such period. (3) If, pursuant to the Accounting Change Notice, Nexen does not indicate that it desires to revise the method of calculating one or more of the Financial Covenants/Terms, a Majority of the Lenders may within thirty (30) days after receipt of the Accounting Change Notice notify Nexen that they wish to revise the method of calculating one or more of the Financial Covenants/Terms in the manner described above. (4) If either Nexen or a Majority of the Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenants/Terms, Nexen and defined terms) under GAAP as a Majority of the Lenders shall in effect on the date hereof applied good faith attempt to agree on a basis consistent revised method of calculating such Financial Covenants/Terms so as to reflect equitably such Accounting Change with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For desired result that the avoidance of doubt, (i) in no event criteria for evaluating Nexen's financial condition shall any lease be deemed a capital lease for purposes of this Agreement substantially the same after such Accounting Change as if such lease would Accounting Change had not been made. Until Nexen and a Majority of the Lenders have been categorized as an operating lease as reached agreement in writing on such revised method of calculation, all amounts to be determined in accordance with GAAP prior hereunder shall continue to be determined without giving effect to the Accounting Standards Codification Topic 842Change. For greater certainty, Leases if no notice of a desire to revise the method of calculating the Financial Covenants/Terms in respect of an Accounting Change is given by either Nexen or a Majority of the Lenders within the applicable time period described above, then the method of calculating the Financial Covenants/Terms shall not be revised in response to such Accounting Change and (ii) all lease liabilities and right of use assets in each case related amounts to operating leases be determined pursuant to the Financial Covenants/Terms shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 determined after giving effect to such change Accounting Change. (5) If a Compliance Certificate is delivered in GAAPrespect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any of the Financial Covenants/Terms, and subsequently, as provided above, the method of calculating one or more of the Financial Covenants/Terms is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of the Financial Covenants/Terms are to be determined without giving effect to such Accounting Change, Nexen shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.4 shall be deemed to have never occurred.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article 8 (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] such Article) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])Article 5. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle 8, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Company’s financial statements at that time, provided that, until so amended, (i) such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding any provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and (ii) the Borrower all computations of amounts and ratios referred to herein 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 be made, without giving effect to such any change in GAAPaccounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use ) as a Capital Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2017.”

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to --------------------- GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Operating Cash Flow, Total Debt, Fixed Charges, Pro Forma Debt Service, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers' determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 changes in GAAP).

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2016 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a6.1.6 (i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentSection 8.2 [Negative Covenants], and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower's financial statements at that time, provided that, until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein and (ii) therein. Notwithstanding anything to the contrary herein, for purposes of determining compliance with the covenants in this Agreement, any election by the Borrower to measure any portion of a non-derivative financial liability at fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification ▇▇▇-▇▇-▇▇ (formerly known as FASB 159) or any similar accounting standard) shall provide to be disregarded and such determination shall be made as if such election had not been made." (c) Section 8.2.7 of the Administrative Agent Credit Agreement is hereby amended and the Lenders financial statements and other documents required under this Agreement or restated 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.follows:

Accounting Principles. Except as otherwise provided Wherever in this Agreement reference is made to generally accepted accounting principles, such reference means generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, including those set out in the Handbook of the Canadian Institute of Chartered Accountants. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, all computations and determinations as to accounting or financial matters and all financial statements including the contents of any Certificate to be delivered pursuant to this Agreement shall hereunder, such determination, consolidation or computation shall, unless the parties otherwise agree or the context otherwise requires, be made and prepared in accordance with GAAP applied (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined termsunless GAAP otherwise requires) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtbasis; provided that, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time after December 31, 2005 any change in GAAP would affect the computation of any financial ratio the Total Debt/Capitalization Ratio, the Interest Coverage Ratio or requirement set forth in any Loan Documentthe Subordinated Cash Interest Coverage Ratio (including for the purposes of such computation, the constituent components thereof) and either there is a request made by the Borrower to the Administration Agent or by the Required Lenders shall so request, the Administrative Agent, the Lenders and Administration Agent to the Borrower shall to negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP to preserve the original intent thereof, the Borrower and the Administration Agent shall enter into such negotiations, it being agreed, however, that until they have agreed upon an appropriate amendment: (subject to a) the approval of the Required Lenders); provided until so amended, (i) such applicable ratio or requirement shall continue to be computed in accordance with GAAP prior before giving effect to such change therein in GAAP, and (iib) the Borrower shall provide to the Administrative Administration 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 the subject ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in . In the definition event of any accounting term used change after the Original Closing Date in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (GAAP, and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof intent, but would allow compliance to be determined in light of such change in GAAP (subject to accordance with the approval of Borrower’s financial statements for periods after the Required Lenders); change, provided that until so amended, (i) such ratio or requirement amended the financial covenants shall continue to be computed in accordance with GAAP prior to the change. Despite the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein: (a) Indebtedness of any Loan Party 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 liabilities shall be disregarded; (b) any lease that was or would have been classified as an operating lease as of the Original Closing Date pursuant to GAAP will be classified as an operating lease, regardless of any change in GAAP after the First Restatement Effective Date that would reclassify such change therein lease as a Capital Lease; and (c) any amount received from federal or Alaska Universal Service Funds will be includable in Consolidated net income (or loss) of the Parent and its Subsidiaries regardless of how that amount would be classified for GAAP purposes; for purposes of this clause (c), “Universal Service Funds” includes all support disbursed pursuant to: (i) 47 C.F.R. § Part 54 or any successor or other provisions created after the Original Closing Date to provide universal service support for telecommunications services in rural, insular or high cost areas, as defined by the FCC, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement any Alaska program which provides corresponding, similar, 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 GAAPcomplementary support.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 7.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 7.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a5.1.9(i) [Historical Statements]). For Notwithstanding the avoidance of doubtforegoing, (i) if the Parent notifies the Administrative Agent in no event shall writing that the Parent wishes to amend any lease be deemed a capital lease for purposes financial covenant in Section 7.2 [Negative Covenants] of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior and/or any related definition to giving include the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio or requirement set forth in any Loan Documentcovenants and/or definitions, and either the Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders Required Banks and the Borrower Parent shall negotiate in good faith to amend such ratio ratios or requirement requirements to (a) preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders)Banks) and (b) insure that the operation of the financial covenants, representations and warranties, and the Events of Default applicable under the Loan Documents are not more restrictive as a result of the effect of any such change in GAAP; provided that, until so amended, (i) the operation of the financial covenants, representations and warranties, and the Events of Default under the Loan Documents shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such ratio notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein the Parent and (ii) the Borrower Required Banks, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 7.3.1 [Quarterly Financial Statements] and other documents required under Section 7.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPby the Administrative Agent.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles principals of consolidation consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements annual financial statements of the US Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement covenants set forth in Section 5.14 based upon the US Borrower's regularly prepared financial statements by reason of the preceding sentence, or if such change would result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the US Borrower's compliance with such financial covenants, standards or terms shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective. Notwithstanding anything to the contrary contained above or in the definition of Capitalized Lease Obligation, in the event of an accounting change (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such ratio accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements withall terms of an accounting or requirement financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made before and after without giving effect to any change in accounting treatment of "operating" and "capital" leases scheduled to become effective for fiscal years beginning after December 15, 2018 as set forth in the Accounting Standards Update No. 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Board in February 2016, or any similar publication 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) was not required to be so treated under GAAP as in GAAPeffect immediately prior to such accounting change)December 15, 2018.

Accounting Principles. Except (a) Where the character or amount of any asset or liability or item of revenue or expense or amount of equity or unitholder equity is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Loan Document, such determination or calculation shall, to the extent applicable and except as otherwise provided specified herein or as otherwise agreed in this Agreementwriting by the parties, all computations and determinations as be made in accordance with IFRS. (b) If the Borrower adopts a change in an accounting policy in the preparation of its financial statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements, and such change would reasonably be expected to cause an amount required to be determined for the purposes of any of the financial calculations or financial matters and all financial statements terms hereunder (each a Financial Term) to be delivered materially different than the amount that would be determined without giving effect to such change, the Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements. (c) Upon the delivery of a written notice pursuant to Section 1.4(b), the Borrower and the Agent on behalf of the Lenders shall meet to consider the impact of such change in accounting policy (in each case, an Accounting Change) on the applicable Financial Terms and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement shall be made in order to preserve and prepared protect the intended impact or application of such Financial Terms; provided that, until this Agreement has been amended in accordance with GAAP (including principles of consolidation where appropriate)the foregoing, then for all purposes hereof, the Accounting Change shall be disregarded hereunder and all any amount required to be determined hereunder shall, nevertheless, continue to be determined under the Borrower’s prior accounting or financial terms shall have the meanings ascribed to such terms by GAAP; providedpolicy, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])applicable. For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestSection 1.4, the Administrative AgentBorrower, the Lenders and the Borrower shall negotiate in good faith Agent acknowledge that the amendment or amendments to amend such ratio or requirement this Agreement are to preserve provide substantially the original intent thereof in light of such change in GAAP (subject same rights and protection to the approval of Borrower, the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders as is intended by this Agreement as prior to the applicable Accounting Change. If the Borrower and the Agent on behalf of the Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Borrower shall either continue to provide financial statements as provided prior to the applicable Accounting Change or provide such financial information as is reasonably required (or requested by the Agent acting reasonably) in order for any Financial Term required to be determined hereunder to be determined in accordance with the Borrower’s prior accounting policy and, for all purposes hereof, the applicable changes in accounting policy shall be disregarded hereunder and other documents any Financial Term required to be determined hereunder shall, nevertheless, continue to be determined under this Agreement the Borrower’s prior accounting policy. (d) If a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Financial Term, and subsequently, as reasonably requested hereunder setting forth a reconciliation between calculations provided above, the method of calculating the Financial Term is revised in response to such ratio Accounting Change, or requirement made before and after the amount to be determined pursuant to the Financial Term is to be determined without giving effect to such change Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.4 shall be deemed never to have occurred. Each accounting term used in GAAPthis Agreement, unless otherwise defined herein, has the meaning assigned to it under IFRS throughout the relevant period and relevant prior periods.

Accounting Principles. Except as otherwise provided Any accounting term used in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP (including principles of consolidation where appropriate), and all accounting financial computations hereunder shall be computed, unless otherwise specifically provided herein, in accordance with GAAP as consistently applied as to the Loan Parties on the date hereof. If any changes in GAAP are hereafter required or permitted and are adopted by the Loan Parties with the agreement of their certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, restrictions or standards herein or in the related definitions or terms used therein, the parties hereto agree to enter into negotiations to amend such provisions so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition of the Loan Parties shall have be the meanings ascribed to same after such terms by GAAPchanges as if such changes had not been made; provided, however, that all accounting no change in GAAP that would affect the method of calculation of any of the financial covenants, restrictions or standards or definitions of terms used therein shall be given effect in Section 8.2 [Negative Covenants] (such calculations until such provisions are amended in a manner reasonably satisfactory to Lender. Notwithstanding anything contained herein to the contrary, the parties hereto acknowledge and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtagree that, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if determining compliance with the financial covenants set forth in Sections 6.8 and 6.17 (other than 6.17(a)) hereof, all calculations with respect thereto shall, to the extent applicable, be made on a Pro Forma Basis. In that regard, (a) any Indebtedness of a new acquired company which is retired in connection with a Permitted Acquisition shall be excluded from such lease would calculations and deemed to have been categorized retired as of the first day of such applicable period, (b) any Indebtedness incurred to finance a Permitted Acquisition shall be deemed to have been incurred as of such day and (c) income statement items and other balance sheet items (whether positive or negative) attributable to the newly acquired company or business acquired in a Permitted Acquisition shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Lender and Loan Parties. In addition, to the extent the Permitted Sale and Leaseback results in an obligation of the Loan Parties being treated as an operating lease as determined in accordance with GAAP prior to giving effect under GAAP, then the Loan Parties' EBITDA shall, notwithstanding any implication contained herein to the Accounting Standards Codification Topic 842contrary, Leases be reduced by any and (ii) all lease liabilities rental expenses that would have been associated therewith had the Permitted Sale and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect Leaseback occurred on the computation of any financial ratio or requirement set forth in 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 first day of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 GAAPapplicable period.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a6.1.6 (i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentSection 8.2 [Negative Covenants], and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Company’s and its Subsidiaries’ financial statements at that time, provided that, until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower therein. Notwithstanding any other provision of this Agreement, financial statements of businesses acquired in Permitted Acquisitions directly or indirectly by a Loan Party or Subsidiary shall provide not be required to comply with GAAP for periods prior 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 date of consummation of such ratio or requirement made before and after giving effect to such change in GAAPPermitted Acquisition.

Accounting Principles. Except as otherwise provided herein, (i) each financial term in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared interpreted in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied of such interpretation; and (ii) where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other computation is required to be made for the purpose of this Agreement, such determination or calculation shall be made in accordance with GAAP in effect on the date of such determination. If any accounting changes occur and such changes result in a basis consistent with those material change in the calculation of the financial covenants, standards or terms used in preparing this Agreement, then the Historical Statements referred Borrower, the Agent and the Lenders agree to discuss whether they wish to amend such provisions with the desired result that the criteria for evaluating the financial condition of the applicable Secured Companies shall be substantially similar after such accounting changes as if such accounting changes had not been made; Any such amendments shall become effective upon the execution and delivery of an amendment to this Agreement executed by the Borrower and the Required Lenders; and for greater certainty any such amendment executed by the Borrower and the Required Lenders shall be sufficient to bind all Lenders. If the Borrower and the Required Lenders do not execute and deliver such amendment within thirty (30) days following the date of implementation of any such accounting changes, then all calculations of financial covenants and other standards and terms in Section 6.9(a) [Historical Statements])this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to such accounting changes and the Borrower shall, in connection with the delivery of any financial statements under this Agreement, provide a management-prepared reconciliation of the financial covenants to such financial statements to such accounting changes. For the avoidance of doubt, (i) notwithstanding any changes in no event shall any GAAP after the Original Closing Date that would require lease obligations that would be deemed a capital lease treated as operating leases as of the Original Closing Date to be classified and accounted for purposes of this Agreement if as Capital Leases or otherwise reflected on the Borrower's consolidated balance sheet, such lease would have been categorized as an operating lease as determined in accordance with GAAP obligations, whether incurred prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If or at any time any change in GAAP would affect after the computation of any financial ratio or requirement set forth in any Loan DocumentOriginal Closing Date, 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 until so amended, (i) such ratio or requirement shall continue to be computed excluded from the definition of Funded Debt and shall not constitute Funded Debt but shall continue to be treated as operating leases in accordance a manner consistent with GAAP such treatment prior to such change therein and (ii) 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 GAAPchange.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles principals of consolidation consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements annual financial statements of the US Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement covenants set forth in Section 5.14 based upon the US Borrower's regularly prepared financial statements by reason of the preceding sentence, or if such change would result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the US Borrower's compliance with such financial covenants, standards or terms shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective. Notwithstanding anything to the contrary contained above or in the definition of Capitalized Lease Obligation, in the event of an accounting change (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such ratio or requirement made before and after giving accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such change in GAAP.accounting change). 264674781 265265096

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2012 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided in this Agreement(a) The classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all consistently applied. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrower on a consolidated basis with its Subsidiaries. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated without giving effect to (i) any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or (ii) any change in Section 8.2 [Negative Covenants] accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (and all defined terms used in Topic 842), to the definition of extent such adoption would require treating any accounting term used in Section 8.2 [Negative Covenants] shall lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have the meaning given been required to such terms (and defined terms) be so treated under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(aDecember 31, 2015. (b) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower a Credit Party or the Required Lenders shall so request, the Administrative Agent, the Required 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)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements the adjustments and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations reconciliations necessary to enable the Administrative Agent and each Lender to determine compliance with each of such ratio or requirement made the Financial Covenants before and after giving effect to such change in GAAP. (c) For the purposes of this Agreement and the other Loan Documents, the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated on a Pro Forma Basis.

Accounting Principles. (a) Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriateappropriate applied on a Consistent Basis), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided. (b) If there shall occur any change in GAAP after the Closing Date, howeverthe Borrower shall give written notice thereof to the Agent and the Lenders promptly, that all accounting terms used and in Section 8.2 [Negative Covenants] any event within fifteen (and all defined terms used in 15) days after the definition effective date of any accounting term used such change in Section 8.2 [Negative Covenants] GAAP, which notice shall have the meaning given to such terms (be effective upon receipt and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, shall (i) describe in no event shall detail the nature of such required change and its impact on (X) the financial statements required to be delivered pursuant to Section 9.1 hereof, and (Y) the effect on calculation of any lease financial covenants contained herein or determination of compliance with any other terms or conditions hereof insofar as they relate to financial or accounting matters, and (ii) be deemed accompanied by a capital lease for purposes covenant compliance certificate in the form of this Agreement if such lease would have been categorized as Exhibit J signed by an operating lease as determined in accordance with GAAP prior to Authorized Representative and showing the computations therein provided, after giving effect to the Accounting Standards Codification Topic 842required change in GAAP, Leases for the same fiscal period of the Borrower and its Subsidiaries for which a compliance certificate required under Section 9.1(a)(ii) or 9.1(b)(ii), as the case may be, has most recently theretofore been delivered. (iic) all lease liabilities and right In the event that, in the judgment of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any the Agent, the change in GAAP would shall materially affect the computation calculation of any financial ratio covenant or requirement set forth in other determination of compliance with any Loan Documentterm or condition contained herein insofar as it relates to financial or accounting matters so as to distort the intended economic effect of any such covenant, and either term or condition, then 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 provisions of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 without giving effect to such change in GAAPshall continue to be utilized for all purposes of such covenants, terms and provisions unless the Required Lenders shall otherwise consent.

Accounting Principles. Except as otherwise provided Should any change in U.S. generally accepted principles from those used in the preparation of the audited consolidated financial statements of Borrower referred to in Section 5.3(b) occur by reason of any change in the rules, regulations, regulations, pronouncements, opinion or other requirements of the Financial Accounting Standards Board (FASB) (or any successor thereto or agency with similar function), or if Borrower adopts the International Financial Reporting Standards, and such change in accounting principles and/or adoption of such standards results in a change in the method or results of calculation of financial covenants and/or defined terms contained in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles then at the option of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBanks or Borrower, the Administrative Agent, the Lenders and the Borrower shall negotiate in parties will enter into good faith negotiations to amend such ratio or requirement financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to preserve reflect fairly such changes and/or adoption so that the original intent thereof criteria for evaluating the financial condition of Borrower shall be the same in light commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and calculation of such change financial covenants and/or defined terms related thereto hereunder shall be determined in GAAP (subject to the approval of the Required Lendersmanner so agreed); provided that, until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance with GAAP prior to such change therein or adoption; provided, further that, any obligations relating to a lease that in accordance with GAAP in effect on the Effective Date, would be accounted for by Borrower as an operating lease shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capital Lease (ii) and any future, replacement or amended lease, if it were in effect on the Effective Date, that would be treated as an operating lease for purposes of GAAP as of the Effective Date shall be treated as an operating lease); provided, further that, 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 which include a reconciliation between calculations of showing such ratio or requirement made treatment before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms shall have has the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VIII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have Article VIII has the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio of the Financial Covenants or requirement set forth in any Loan Documentother provision hereof, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio Financial Covenants or requirement to such other provisions in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement Financial Covenants and such other provisions shall continue to be computed in accordance with GAAP prior to such change therein and therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (iiincluding the computation of any Financial Covenants) contained herein, Indebtedness of the Borrower and its Subsidiaries shall provide be deemed to be carried at 100% of the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. Without limiting the foregoing, any operating lease properly classified as an operating lease as of the Closing Date shall be classified and other documents required under accounted for as an operating lease during the term of this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations for all purposes of such ratio or requirement made before and after giving effect to such change this Agreement, notwithstanding any changes in GAAPGAAP relating thereto.

Accounting Principles. Except as Unless otherwise stated, (a) GAAP determines all accounting and financial terms and compliance with financial covenants; (b) all accounting principles applied in a current period must be consistent in all material respects with those applied during the preceding comparable period, unless the change is required by GAAP; provided however, if the Borrower wishes to change an accounting principle that is not consistent with that applied during the preceding comparable period, and is not required under GAAP, such change shall not be effective unless (i) the Borrower shall have objected in this Agreement, all computations and determinations as writing to accounting or financial matters and all determining such compliance on such basis within ten (10) days of delivery to the Administrative Agent of the financial statements relating to be delivered pursuant to this Agreement such period, or (ii) the Majority Lenders shall so object in writing within thirty (30) days after receipt of such financial statements, in either of which events such calculations shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in Section 6.9(arespect of the first financial statements delivered under SECTION 8.1 hereof, shall mean the Current Financials); and (c) [Historical Statements]). For the avoidance Borrower shall deliver to the Administrative Agent at the same time as the delivery of doubt, any annual or quarterly financial statement under SECTION 8.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have objection has been categorized as an operating lease as determined made in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases proviso of SUBPARAGRAPH (b) above and (ii) all lease liabilities and right reasonable estimates of use assets in each case related the difference between such statements arising as a consequence thereof. Notwithstanding the foregoing to operating leases shall be excluded from all calculations made the contrary, for changes which are required under this Agreement. If at any time any GAAP where GAAP does not require restatement or proforma disclosure of the impact of the change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requeston prior periods, 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 impact of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue change on prior periods will only be disclosed if reasonably practical to be computed in accordance with GAAP prior to such change therein and (ii) 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 GAAPestimate.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2017 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] ]) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Annual Statements referred to in Section 6.9(a) 6.1.8.1 [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest determinations (or requirement set forth in any Loan Document, and either if the Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the Administrative definition of the term Leverage Ratio for purposes of interest determinations to eliminate the effect of any such change in GAAP), then the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, such approval not to be unreasonably delayed); provided that, until so amended, (i) the Borrower’s compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue to be computed in accordance with GAAP prior to such change therein covenants or definitions are amended as contemplated above, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations by the Agent. Notwithstanding any other provision contained herein, all terms of such ratio an accounting or requirement financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made before and after (i) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such change Indebtedness in GAAPa reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations as Agreement to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement GAAP shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP principles as in effect on from time to time. In the date hereof applied on event that any Accounting Change (as defined below) shall occur and such change results in a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation method of any calculation of such financial ratio or requirement set forth in any Loan Documentcovenants, and then, upon request by either the Borrower or the Required Lenders shall so requestLenders, the Borrower and Administrative Agent, Agent and the Lenders agree to enter into negotiations in order to amend, subject to Required Lender approval, such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s and its Subsidiaries’ financial condition and results of operations shall be the Borrower same after such Accounting Change as if such Accounting Change had not been made; provided that any change affecting the computation of the financial covenants set forth in Section 7.8 shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (be subject solely to the approval of the Required Revolving Lenders); provided until so amended. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, (ia) such ratio or requirement all financial covenants shall continue to be computed in accordance with GAAP prior to calculated or construed as if such change therein Accounting Change had not occurred and (iib) 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, provided that the Borrower shall be obligated to do so only once. Any change in GAAP occurring after the date hereofDecember 15, 2018 (or any change in the implementation in GAAP or future periods that are contemplated as of December 15, 2018), that would require operating leases to be treated as Capital Leases (whether or not such operating lease was in effect on such date) shall be disregarded for the purposes of determining Indebtedness and any financial ratio or compliance requirement in any Loan Document. “Accounting Change” refers to any change in GAAP, including, without limitation, changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board, or the adoption by the Borrower of International Financial Reporting Standards. All accounting terms used herein without definition shall be used as defined under GAAP.

Accounting Principles. Except as otherwise provided in this Agreement(a) The classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition Table of Contents containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all consistently applied. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrower on a consolidated basis with its Subsidiaries. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated without giving effect to (i) any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or (ii) any change in Section 8.2 [Negative Covenants] accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (and all defined terms used in Topic 842), to the definition of extent such adoption would require treating any accounting term used in Section 8.2 [Negative Covenants] shall lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have the meaning given been required to such terms (and defined terms) be so treated under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(aDecember 31, 2015. (b) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower a Credit Party or the Required Lenders shall so request, the Administrative Agent, the Required 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)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements the adjustments and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations reconciliations necessary to enable the Administrative Agent and each Lender to determine compliance with each of such ratio or requirement made the Financial Covenants before and after giving effect to such change in GAAP. (c) For the purposes of this Agreement and the other Loan Documents, the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated on a Pro Forma Basis.

Accounting Principles. Except as (a) Under the Loan Papers and any documents delivered thereunder, unless otherwise provided stated, (i) all accounting terms not specifically or completely defined herein shall be construed in this Agreementconformity with, all computations and determinations as to accounting or financial matters and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be made and prepared in accordance with conformity with, GAAP (including principles of consolidation where appropriate)applied on a consistent basis, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical audited Financial Statements referred delivered pursuant to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt9.1, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities accounting principles applied in a current period must be comparable in all material respects to those applied during the preceding comparable period, and right of use assets in each case related to operating leases shall (iii) while VRI has any consolidated Restricted Subsidiaries, all accounting and financial terms and compliance with financial covenants must be excluded from all calculations made under this Agreement. on a consolidating and consolidated basis, as applicable. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentPaper, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) 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. (c) All references herein to consolidated financial statements of VRI and its Subsidiaries or its Restricted Subsidiaries, or to the determination of “Adjusted EBITDA” or “Funded Debt” for VRI and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis, or any similar reference, shall, in each case, be deemed to include each variable interest entity that VRI is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) or is otherwise required to consolidate in accordance with GAAP; provided, that in determining such amounts, (i) the Funded Debt and Adjusted EBITDA of the Existing Housing Districts in respect of the Existing Housing Bonds shall be excluded, and (ii) the Funded Debt and Adjusted EBITDA of the Existing Metro Districts in respect of any Bonds issued prior to the Closing Date shall be excluded.

Accounting Principles. Except as otherwise provided All accounting and financial terms used in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to the Loan Documents will be delivered pursuant to this Agreement shall be made and prepared determined in accordance with GAAP. Unless otherwise indicated, all financial calculations in respect of the Borrowers or any Borrower are on a consolidated basis for the Borrowers and defined terms assume that financial information is prepared or calculated on a consolidated basis for the Borrowers in accordance with GAAP. If any changes in GAAP (including principles are hereafter required or permitted and are adopted by Borrowers on a consolidated basis with the agreement of consolidation where appropriate)their certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, and all accounting restrictions or standards herein or in the related definitions or terms used therein, the parties hereto agree to enter into negotiations to amend such provisions so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial terms condition of Borrowers on a consolidated basis shall have be the meanings ascribed to same after such terms by GAAPchanges as if such changes had not been made; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined termsx) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP that would affect the computation method of calculation of any financial ratio or requirement set forth in 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 financial covenants, restrictions or standards or definitions of terms used therein shall be given effect in such calculations until so amended, (i) such ratio or requirement shall continue provisions are amended in a manner reasonably satisfactory to be computed in accordance with GAAP prior to such change therein Lender and (iiy) the Borrower Borrowers shall provide to the Administrative Agent Lender a written reconciliation in form and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation substance satisfactory to Lender between calculations of such ratio covenant, restriction, standard or requirement definition made before and after giving effect to such change in GAAP. To the extent that Borrowers and Lender are not able to reach agreement on an acceptable amendment to the Loan Documents to modify any of the financial covenants, restrictions or standards therein or in the related definitions or terms used therein so as to reflect equitably such GAAP changes with the desired result that the criteria for evaluating the financial condition of Borrowers on a consolidated basis shall be the same after such GAAP changes as if such GAAP changes had not been made, then all future calculations of the financial covenants, restrictions or standards therein or in the related definitions or terms used therein shall be calculated on a pro forma basis as if the GAAP changes had not occurred and Borrowers shall provide a reconciliation of any differences between Borrowers’ GAAP financial statements and the pro forma financial statements and other information utilized to prepare the financial covenants, restrictions or standards therein or in the related definitions or terms used therein.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this Article I or elsewhere in this Agreement, all computations shall have the meaning ascribed thereto by GAAP not inconsistent with the Borrower’s present accounting procedures, provided, that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Banks request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements to be delivered furnished to the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (including principles of consolidation where appropriateexcept as set forth in the notes thereto or otherwise disclosed in writing by the Borrower to the Banks), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, howeverthat (a) all computations determining compliance with Section 8.13 hereof, that all accounting terms used in Section 8.2 [Negative Covenants] (and all including defined terms used in the definition of any therein, shall utilize accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect principles based on the date hereof applied on a basis consistent with those used in preparing Pro Rata Consolidation Method as opposed to the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance full consolidation method of doubtaccounting, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (iib) all lease liabilities and right of use assets in each case related to operating leases computations determining compliance with Article VIII hereof, including defined terms used therein, shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either exclude interest income received by the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate or such Subsidiary pursuant to Section 8.06(b) and (d) hereof, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in good faith to amend such ratio the footnotes thereto or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval otherwise) of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) financial results of the Borrower shall provide to using accounting principles based on 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 GAAPPro Rata Consolidation Method.

Accounting Principles. Except All computations required hereunder shall be --------------------- made or construed in accordance with GAAP and as described in this Section 14.1, unless otherwise provided specified in this Agreement; provided that, if the Company -------- notifies the Agent that the Company wishes to amend any covenant in Sections 8.10 through 8.12 or the definition of Margin to eliminate the effect of any change in GAAP in the operation of such covenants and definition (or if the Agent notifies the Company that the Majority Lenders wish to amend Sections 8.10 through 8.12 or the definition of Margin for such purpose), then, upon the consent of the Majority Lenders, the Company's compliance with such covenants and definition shall be determined on the basis of Generally Accepted Accounting Principles in effect immediately before the relevant change in GAAP became effective, until such covenant is amended in a manner satisfactory to the Company and the Majority Lenders. Notwithstanding anything herein, in any Financial Statements of the Company or in GAAP to the contrary, for purposes of calculating the Margin and of calculating and determining compliance with the financial covenants both actual and pro forma) in Sections 8.10 through 8.12, including defined terms used therein, any Acquisitions made by the Company or any of its Subsidiaries, including through mergers or consolidations and including the incurrence of all computations Debt related thereto and determinations as any other related financial transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants and the Margin were calculated on a pro forma basis in accordance with Regulation S- X under the Securities Exchange Act of 1934 or otherwise acceptable to the Agent.. Where the character or amount of any asset or liability or item of income or expense is be determined or any consolidation or other accounting or financial matters and computation is required to be made for the purposes of this Agreement, it shall be done, unless otherwise specified herein, in accordance with GAAP. Furthermore, all financial statements required to be delivered pursuant hereunder, subject to this Agreement year-end audit adjustments thereto (and absence of footnotes in cases of unaudited Financial Statements) , shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP provided that for the purpose of determining compliance with Section 8.2.1 [Indebtedness] and Section 8.2.2 [Liens], the impact of the incurrence of indebtedness or creation of liens in connection with the sale or transfer of Designated Assets as described and permitted under clause (i) of Section 8.2.7 [Dispositions of Assets of Subsidiaries] shall be excluded. If one or more changes in GAAP after the date of this Agreement are required to be applied to then existing transactions, and either a violation of one or more provisions hereof shall have occurred which would not have occurred if no change in accounting principles had taken place or a violation of one or more of the provisions hereof shall not occur which would have occurred if no change in accounting principles had taken place: (a) the parties agree that any such violation shall not be considered to constitute an Event of Default for a period of thirty (30) days; (b) the parties agree in such event to negotiate in good faith to attempt to draft an amendment of this Agreement satisfactory to the Required Lenders which shall approximate to the extent possible the economic effect of the original provisions hereof after taking into account such change or changes in GAAP; providedand (c) if the parties are unable to negotiate such an amendment satisfactory to the Required Lenders within thirty (30) days, however, that all accounting terms then as used in Section 8.2 [Negative Covenants] (and all defined terms used this Agreement "GAAP" shall mean generally accepted accounting principles as in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given effect prior to such terms (and defined terms) under change. Notwithstanding the foregoing or anything in this Agreement to the contrary, whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 Closing Date of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 GAAPExisting Credit Agreement.

Accounting Principles. Except as Divisions[. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done, unless otherwise provided specified herein, in accordance with GAAP. Notwithstanding anything to the contrary in this Agreement, the parties hereto agree that from and after the effective date of FASB ASC 842 (Leases) (the “Lease Accounting Change”), all computations covenants (including financial covenants) under this Agreement shall continue to be calculated in accordance with GAAP as in effect immediately prior to the effectiveness of the Lease Accounting Change, unless otherwise agreed by and determinations as between the Borrower and the Agent (the Borrower, the Agent and the Majority Lenders having no obligation to negotiate any amendments to this Agreement in response to the Lease Accounting Change).]. (a) All accounting terms not specifically or financial matters completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)conformity with, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP except as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementotherwise specifically prescribed herein. If at any time any change (or implementation of a previously agreed upon change) in GAAP would affect the computation of any financial ratio or requirement (including any negative covenant “basket”) set forth in 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 provided, that until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements described in Section 6.21(a) for all purposes of this Agreement, notwithstanding any change (or implementation of a previously agreed upon change) in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. (b) For all purposes under the Loan Documents, in connection with any Division, (a) if any asset, right, obligation or liability of any Dividing Person becomes the asset, right, obligation or liability of a Division Successor, then it shall be deemed to have been transferred from the Dividing Person to the Division Successor, and (b) any Division Successor shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Sections 7.2.15 and 7.2.16 (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Sections 7.2.15 and 7.2.16 shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Annual Statements referred to in Section 6.9(a7.3.2. If the Company notifies the Administrative Agent and the Lenders in writing (“Notice of Change in GAAP”) [Historical Statements]). For that the avoidance of doubt, (i) in no event shall Company requests an amendment to any lease be deemed a capital lease financial or accounting provision or any related defined term and/or the defined term Leverage Ratio for purposes of this Agreement if interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of, or give effect to, any change occurring after the Closing Date to GAAP or in the application thereof on the operation of such lease would (financial or accounting provision and/or interest, Letter of Credit Fee or Commitment Fee determinations, unless the Administrative Agent (on its behalf or as directed in writing by the Required Lenders) shall have been categorized as an operating lease as determined objected (“GAAP Objection Notice”) to such request within 15 Business Days after receipt of such Notice of Change in GAAP, the relevant financial and accounting provisions or ratios shall be calculated in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right as reflected in such Notice of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change Change in GAAP would affect on the computation of any financial ratio or requirement set forth in 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 date of such change Notice of Change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under each Lender and the Administrative Agent hereby specifically consents to the implementation of such change hereunder upon the foregoing terms. In the event the Administrative Agent shall have delivered a GAAP Objection Notice to the Company, the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial or as reasonably requested hereunder setting forth accounting provision or the defined term Leverage Ratio for purposes of interest, Letter of Credit Fee or Commitment Fee determinations in a reconciliation between calculations of such ratio or requirement made before and after giving manner that would give effect to such change hereunder determined in GAAPaccordance with the Company’s financial statements at that time; provided, further, that for purposes of the calculation of the financial covenants in Sections 7.2.15 and 7.2.16, the adjustments to income and expense of the Loan Parties (and any other adjustments) resulting from the promulgation of Statement of Financial Accounting Standards (“SFAS”) No. 158 shall be disregarded. Whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the Closing Date.

Accounting Principles. Except as otherwise provided in this Agreement(a) The classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including consistently applied, unless such principles are inconsistent with the express requirements of consolidation where appropriate)this Agreement; provided that if because of a change in GAAP after the date of this Agreement the Parent or any of its Subsidiaries would be required to alter a previously utilized accounting principle, method or policy in order to remain in compliance with GAAP, such determination shall continue to be made in accordance with the Parent’s or such Subsidiary’s previous accounting principles, methods and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all policies. All accounting terms used in Section 8.2 [Negative Covenants] (and all herein without definition shall be used as defined terms used in under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied Parent on a consolidated basis consistent with those used in preparing its Subsidiaries. Notwithstanding the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtforegoing, (i) in no event all financial covenants contained herein shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to calculated without giving effect to the any election under Statement of Financial Accounting Standards Codification Topic 842, Leases and 159 (iior any similar accounting principle) all lease permitting a Person to value its financial liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. at the fair value thereof. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentDocument or any calculation or determination relating to capital leases or operating leases, and either the Borrower a Credit Party or the Required Majority Lenders shall so request, the Administrative Agent, the Majority 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)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Borrowers 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.

Accounting Principles. . Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Article VII shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements statements referred to in Section 6.9(a) [Historical Statements])6.4. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would affect the computation of any of the financial covenants set forth in no event shall any lease be deemed a capital lease for purposes of Article VII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to giving effect such change therein. Notwithstanding any provision contained herein to the contrary, solely for purposes of calculating any financial covenant required hereunder, such calculation shall ignore the application of the Convertible Debt Accounting Standards Codification Topic 842Guidance, Leases if and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementthe extent otherwise applicable to Borrower’s financial statements. If at any time any material change in GAAP would materially affect the computation of any financial ratio or requirement set forth in any of the Loan DocumentDocuments, 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 LendersLenders (which shall not be unreasonably withheld)); provided provide that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 an explanation of such ratio or requirement made before and after giving effect to the impact of such change in GAAPreasonable detail satisfactory to the Administrative Agent.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; providedPROVIDED, howeverHOWEVER, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Annual Statements referred to in Section 6.9(a6.1.9((i)) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would result in no event shall any lease be deemed a capital lease for purposes the inability to determine compliance with the financial covenants set forth in Section 8.2 based upon the Borrower's regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior the Borrower's financial statements at that time, PROVIDED, HOWEVER, if (a) the Borrower shall object to giving effect determining such compliance on such basis at the time of delivery of such financial statements due to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect or the computation of any financial ratio rules promulgated with respect thereto or requirement set forth in any Loan Document, and (b) either the Borrower Agent or the Required Lenders Banks shall so requestobject in writing within 60 days after delivery of such financial statements (or after the Banks have been informed of the changes in GAAP affecting such financial statements, if later), then for the Administrative Agentperiod following such objection, unless otherwise agreed by the Lenders Borrower and the Required Banks, such calculations shall be made on a basis consistent with the most recent financial statements delivered by 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 until so amended, (i) Banks as to which no such ratio or requirement objection shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 GAAPhave been made.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this AgreementSection 1 or elsewhere in this Guaranty, all computations shall have the meaning ascribed thereto by GAAP not inconsistent with the Guarantor's present accounting procedures, provided, that, if the Guarantor notifies the Agent that the Guarantor requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Guarantor that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements furnished to be delivered the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP except as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentthe notes thereto or as otherwise disclosed in writing by the Guarantor to the Banks), provided, that (a) all computations determining compliance with Sections 9.8 and either 9.14, including definitions used therein, shall utilize accounting principles based on the Pro Rata Consolidation Method, (b) all computations determining compliance with Sections 9.8, 9.14 and 9.15, including definitions used therein, shall exclude interest income received by the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate in good faith or such Subsidiary pursuant to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval Section 8.06(d) of the Required Lenders); provided until so amendedAgreement, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (ic) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement must also include a report (in the footnotes thereto or as reasonably requested hereunder setting forth a reconciliation between calculations otherwise) of such ratio or requirement made before and after giving effect to such change in GAAPthe financial results of the Guarantor using accounting principles based on the Pro Rata Consolidation Method.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; providedPROVIDED, howeverHOWEVER, that (i) all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] 8.2) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Annual Statements referred to in Section 6.9(a6.1.9 (i) [Historical Statements]] and (ii). For , Consigned Inventory, and the avoidance corresponding account payable for the payment of doubtsuch Consigned Inventory shall be excluded when computing the amount of inventory or assets or accounts payable, (i) in no event shall any lease be deemed a capital lease as the case may be, of the Loan Parties for purposes of the financial covenants in Section 8.2.15 through 8.2.18 or elsewhere in this Agreement and for purposes of the definitions comprising such covenants. In the event of any change after the date hereof in GAAP, and if such lease change would have been categorized as result in the inability to determine compliance with the covenants set forth in Section 8.2 based upon the Borrower's regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an operating lease as amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Borrower's 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 GAAPat that time.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP (including principles of consolidation where appropriate)GAAP, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP consistently applied as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])audited financial statements for the fiscal year ended December 31, 2015. For Notwithstanding the avoidance of doubtforegoing, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Parent 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 liabilities shall be disregarded. References to “consolidated,” when it precedes any accounting term, means such lease term as it would have been categorized as an operating lease as apply to the Loan Parties on a consolidated basis, determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and GAAP. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Majority Lenders shall so request, the Administrative Agent, 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 Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company 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.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For , except in the avoidance case of doubt, (i) the definition of “Maintenance Capital Expenditures,” as contemplated in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementdefinition thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentAgents, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower 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.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made made, in accordance with GAAP, consistently applied. (b) References herein to “fiscal year”, “fiscal quarter”, and prepared “fiscal month” refer to such fiscal periods of Borrower. (c) If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then Borrower, Agent and the Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating Borrower’s financial condition shall be the same after such change in GAAP as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Required Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; and, provided further, until such time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this Section 11.3(c), the calculations of financial covenants and the interpretation of any provisions shall be calculated and interpreted in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP immediately prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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. Notwithstanding any other provision contained herein, all financial statements delivered hereunder shall be prepared, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 141r and Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value” or (ii) any change in GAAP that treats leases that would be classified as operating leases under GAAP as it exists on the Closing Date as capitalized leases.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]), except in the case of the definition of “Maintenance Capital Expenditures,” as contemplated in the definition thereof. For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentAgentsAgent, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent AgentsAgent 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.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in . In the definition event of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on change after the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtGAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof intent, but would allow compliance to be determined in light of such change in GAAP (subject to accordance with the approval of Borrower’s financial statements for periods after the Required Lenders); change, provided that until so amended, (i) such ratio or requirement amended the financial covenants shall continue to be computed in accordance with GAAP prior to the change. Despite the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein: (a) Indebtedness of any Loan Party 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 liabilities shall be disregarded; (b) any lease that was or would have been classified as an operating lease as of the Closing Date pursuant to GAAP will be classified as an operating lease, regardless of any change in GAAP after the Closing Date that would reclassify such change therein lease as a Capital Lease; and (c) any amount received from federal or Alaska Universal Service Funds will be includable in Consolidated net income (or loss) of the Parent and its Subsidiaries regardless of how that amount would be classified for GAAP purposes; for purposes of this clause (c), “Universal Service Funds” includes all support disbursed pursuant to: (i) 47 C.F.R. § Part 54 or any successor or other provisions created after the Closing Date to provide universal service support for telecommunications services in rural, insular or high cost areas, as defined by the FCC, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement any Alaska program which provides corresponding, similar, 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 GAAPcomplementary support.

Accounting Principles. Except ‌ (a) Where the character or amount of any asset or liability or item of revenue or expense or amount of equity or unitholder equity is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Loan Document, such determination or calculation shall, to the extent applicable and except as otherwise provided specified herein or as otherwise agreed in this Agreementwriting by the parties, all computations and determinations as be made in accordance with IFRS. (b) If the Borrower adopts a change in an accounting policy in the preparation of its financial statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements, and such change would reasonably be expected to cause an amount required to be determined for the purposes of any of the financial calculations or financial matters and all financial statements terms hereunder (each a Financial Term) to be delivered materially different than the amount that would be determined without giving effect to such change, the Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements.‌ (c) Upon the delivery of a written notice pursuant to Section 1.4(b), the Borrower and the Agent on behalf of the Lenders shall meet to consider the impact of such change in accounting policy (in each case, an Accounting Change) on the applicable Financial Terms and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement shall be made in order to preserve and prepared protect the intended impact or application of such Financial Terms; provided that, until this Agreement has been amended in accordance with GAAP (including principles of consolidation where appropriate)the foregoing, then for all purposes hereof, the Accounting Change shall be disregarded hereunder and all any amount required to be determined hereunder shall, nevertheless, continue to be determined under the Borrower’s prior accounting or financial terms shall have the meanings ascribed to such terms by GAAP; providedpolicy, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])applicable. For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestSection 1.4, the Administrative AgentBorrower, the Lenders and the Borrower shall negotiate in good faith Agent acknowledge that the amendment or amendments to amend such ratio or requirement this Agreement are to preserve provide substantially the original intent thereof in light of such change in GAAP (subject same rights and protection to the approval of Borrower, the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders as is intended by this Agreement as prior to the applicable Accounting Change. If the Borrower and the Agent on behalf of the Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Borrower shall either continue to provide financial statements as provided prior to the applicable Accounting Change or provide such financial information as is reasonably required (or requested by the Agent acting reasonably) in order for any Financial Term required to be determined hereunder to be determined in accordance with the Borrower’s prior accounting policy and, for all purposes hereof, the applicable changes in accounting policy shall be disregarded hereunder and other documents any Financial Term required to be determined hereunder shall, nevertheless, continue to be determined under this Agreement the Borrower’s prior accounting policy. (d) If a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Financial Term, and subsequently, as reasonably requested hereunder setting forth a reconciliation between calculations provided above, the method of calculating the Financial Term is revised in response to such ratio Accounting Change, or requirement made before and after the amount to be determined pursuant to the Financial Term is to be determined without giving effect to such change Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.4 shall be deemed never to have occurred. Each accounting term used in GAAPthis Agreement, unless otherwise defined herein, has the meaning assigned to it under IFRS throughout the relevant period and relevant prior periods.

Accounting Principles. Except as Unless otherwise specifically provided in this Agreementherein, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] this Agreement shall have the meaning customarily given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined term in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentGAAP, and either the Borrower or the Required Lenders all financial computations hereunder 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof (a) any change in GAAP from that used in the preparation of the financial statements referred to herein, or (b) after the date hereof the Companies adopt any other accounting principles for use in the preparation of their financial statements, including IFRS (such change therein changes in GAAP and such adoption being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any financial covenants contained in this Agreement (ii) including those in Section 9.03), the Bank and the Borrower shall provide discuss whether they wish to amend any relevant provisions of this Agreement that relate to the Administrative Agent and calculation of such financial covenants with the Lenders intent of having their respective intentions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements and other documents required under this Agreement or as reasonably requested to be provided by the Borrower hereunder setting forth a reconciliation between calculations shall be prepared in accordance with GAAP in effect on the date of such ratio or requirement made before and financial statements (after giving effect to such change Accounting Change), and the Borrower shall concurrently deliver to the Bank a reconciliation in GAAPform and substance satisfactory to the Bank showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change.

Accounting Principles. Except All accounting and financial terms used and not otherwise defined herein shall be determined in accordance with GAAP, as otherwise provided in effect from time to time, except to the extent that a deviation therefrom is expressly stated. Notwithstanding the foregoing, Debt of the 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 liabilities shall be disregarded. For purposes of determining compliance with any provision of this Agreement, all computations and determinations as to accounting or financial matters and all financial statements the determination of whether a lease is to be delivered pursuant treated as an operating lease or a capital lease shall be made without giving effect to any change resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor or similar proposal. Should there be a change in GAAP or the application thereof from that in effect on the Closing Date and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision of this Agreement to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment of any provisions of this Agreement for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provisions amended in accordance herewith. The Borrower and the Lenders agree to negotiate in good faith to enter into an amendment to this Agreement in order to conform the defined terms set forth in Section 1.1 or the covenants set forth in Article X, or both, in such respects as shall reasonably be deemed necessary by the Majority Lenders and acceptable to the Borrower so that the criteria for evaluating the matters contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP or the application thereof, and the Borrower shall be made deemed to be in compliance with such covenants until the date of such amendment, if and prepared to the extent that the Borrower would have been in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) compliance therewith under GAAP as in effect on the date hereof and applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein and (ii) 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 GAAPchange.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP GAAP, consistently applied; provided that for purposes of determining compliance with any covenant (including principles the financial covenants set forth in Section 8.10, but excluding any covenant regarding the delivery or preparation of consolidation where appropriatefinancial statements), whether a lease constitutes a Capital Lease, and all accounting or whether obligations arising under such lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in such lessee’s financial terms statements, shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used be determined in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under accordance with GAAP as in effect on the date hereof applied Closing Date, notwithstanding any modification or interpretive change thereto that may occur thereafter. If any financial statements prepared by or on behalf of the Company apply accounting principles other than GAAP (including as a basis consistent with those used in preparing result of the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect proviso to the Accounting Standards Codification Topic 842foregoing sentence or any event described in subsection 1.03(b)), Leases and the Compliance Certificate accompanying such financial statements shall include information in reasonable detail reconciling such financial statements to GAAP to the extent relevant to the calculations set forth in such Compliance Certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, herein and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, 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 Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change. (c) References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company. If at any time the Company elects to change therein and (ii) the Borrower shall provide to its fiscal year, the Administrative Agent Agent, the Lenders and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations Company shall negotiate in good faith to amend the covenants herein to preserve the original intent thereof in light of such ratio change; provided that, until so amended, all covenants (other than Sections 7.01 and 7.02(a)) shall be computed and/or applied as if the Company had not changed its fiscal year or requirement any fiscal quarter. (d) For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Indebtedness using fair value (as permitted by FASB 159 or any similar accounting standard) shall be disregarded and such determination shall be made before as if such election had not been made. Without limiting the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and after giving effect its Subsidiaries shall be deemed to such change in GAAPbe carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

Accounting Principles. Except All accounting and financial terms used and not otherwise defined herein shall be determined in accordance with GAAP, as otherwise provided in this Agreementeffect from time to time, all computations except to the extent that a deviation therefrom is expressly stated. Notwithstanding the foregoing, Debt of the Borrower and determinations as to accounting or financial matters and all financial statements its Subsidiaries shall be deemed to be delivered pursuant carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Should, however, there be a change in GAAP or the application thereof from that in effect on the Closing Date and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision of this Agreement to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment of any provisions of this Agreement for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provisions amended in accordance herewith. The Borrower and the Lenders agree to negotiate in good faith to enter into an amendment to this Agreement in order to conform the defined terms set forth in Section 1.1 or the covenants set forth in Article X, or both, in such respects as shall reasonably be deemed necessary by the Majority Lenders and acceptable to the Borrower so that the criteria for evaluating the matters contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP or the application thereof, and the Borrower shall be made deemed to be in compliance with such covenants until the date of such amendment, if and prepared to the extent that the Borrower would have been in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) compliance therewith under GAAP as in effect on the date hereof and applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein and (ii) 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 GAAPchange.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a6.1.9(i) [Historical Statements]). For Notwithstanding the avoidance of doubtforegoing, (i) if the Parent notifies the Administrative Agent in no event shall writing that the Parent wishes to amend any lease be deemed a capital lease for purposes financial covenant in Section 8.2 [Negative Covenants] of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior and/or any related definition to giving include the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio or requirement set forth in any Loan Documentcovenants and/or definitions, and either the Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders Required Banks and the Borrower Parent shall negotiate in good faith to amend such ratio ratios or requirement requirements to (a) preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders)Banks) and (b) insure that the operation of the financial covenants, representations and warranties, and the Events of Default applicable under the Loan Documents are not more restrictive as a result of the effect of any such change in GAAP; provided that, until so amended, (i) the operation of the financial covenants, representations and warranties, and the Events of Default under the Loan Documents shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such ratio notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein the Parent and (ii) the Borrower Required Banks, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent. Notwithstanding the foregoing or anything in this Agreement to the contrary, (x) whenever in this Agreement it is necessary to determine whether a lease is a Capital Lease or an operating lease, such determination shall be made on the basis of GAAP as reasonably requested hereunder setting forth a reconciliation between calculations in effect for the period during which financial statements were prepared and (y) for purposes of such ratio or requirement made before determining compliance with any covenant (including the computation of any financial covenant) contained herein, the effects of FASB ASC-840 and after giving effect to such change in GAAPFASB ASC-842 shall be disregarded.

Accounting Principles. Except as otherwise provided in this AgreementThe classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP consistently applied (including principles of consolidation where appropriatesubject to the proviso below), and all accounting or financial terms shall have unless such principles are inconsistent with the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes express requirements of this Agreement Agreement; provided that if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Administrative 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 until so amendedprovided, further, that if the parties are unable to agree, such determination shall continue to be made in accordance with the previous accounting principles, methods and policies of the Borrowers and their Subsidiaries. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrowers on a consolidated basis with their Subsidiaries. Notwithstanding any other provision contained herein, (i) 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 election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein; and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such ratio or requirement leases shall continue to be computed in accordance treated as operating leases consistent with GAAP prior to such change therein and (ii) 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 in effect immediately before and after giving effect to such change in GAAPGAAP became effective.

Accounting Principles. Except as (a) Unless the context otherwise provided in this Agreementclearly requires, all computations and determinations as to accounting or financial matters terms not expressly defined herein shall be construed, and all financial statements to be delivered pursuant to computations required under this Agreement shall be made and prepared made, in accordance with GAAP (including principles of consolidation where appropriate)GAAP, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAPconsistently applied; provided, however, provided that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition notwithstanding any provision of any accounting term used in Section 8.2 [Negative Covenants] shall have Loan Document to the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtcontrary, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such and each other Loan Document (other than covenants to deliver financial statements), the determination of whether a lease would have been categorized as constitutes a capital lease or an operating lease and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as determined interest expense in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases lessee’s financial statements shall be excluded from all calculations made determined under generally accepted accounting principles in the United States as of the date of this Agreement. , notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (b) References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company. (c) If at any time any change in GAAP would affect occurs after the computation date of any financial ratio or requirement set forth in any Loan Document, this Agreement 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 results in GAAP (subject to a material variation in the approval method of calculation of financial covenants or other terms of this Agreement, then the Required Lenders); provided until so amendedCompany, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under agree to amend such provisions of this Agreement so as to equitably reflect such change so that the criteria for evaluating the Company’s financial condition will be the same after such change as if such change had not occurred. (d) Notwithstanding the foregoing provisions of this Section 1.03 or any other provision of this Agreement, the outstanding principal amount of all Indebtedness of any Person shall be equal to the actual outstanding principal amount thereof irrespective of the amount that might otherwise be accounted for under GAAP as reasonably requested hereunder setting forth a reconciliation between calculations the amount of the liability of such ratio or requirement made before and after giving effect Person with respect to such change in GAAPIndebtedness, and any determination of the net income (or net loss), equity or assets of any Person shall not take into account any effect of marking any such outstanding Indebtedness of such Person to market value.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Senior Debt, Operating Cash Flow, Total Debt, Fixed Charges, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers’ determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 changes in GAAP).

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2013 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No. 94.

Accounting Principles. Except as otherwise provided in For purposes of this Agreement, all computations and determinations as accounting terms not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Any consolidation or other accounting or financial matters and all financial statements computation required to be delivered made for the purposes of this Agreement shall be done in accordance with GAAP, including without limitation determination of the character or amount of any asset or liability or item of income or expense. Financial statements and other information furnished to the Purchaser pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on at the date hereof applied time of such preparation) on a basis consistent with those used basis. In the event any changes in preparing accounting principles implemented by the Historical Statements referred Company ("Accounting Changes") are required by GAAP or recommended by the Company's certified public auditors, and such Accounting Changes affect financial covenants, standards or terms in this Agreement, then the Company and the Purchaser agree to enter into negotiations in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Company shall be the same after such Accounting Changes as if such lease would Accounting Changes had not been made, and until such time as such an amendment shall have been categorized executed and delivered by the Company and the Purchaser, (A) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as an operating lease as determined in accordance with GAAP prior to giving effect to the if such Accounting Standards Codification Topic 842Changes had not been made, Leases and (iiB) all lease liabilities and right of use assets in the Company shall prepare footnotes to each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders certificate 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 until so amended, (i) such ratio or requirement shall continue financial statements required to be computed in accordance with GAAP prior to delivered hereunder that show the differences between the financial statements delivered (which reflect such change therein and (iiAccounting Changes) the Borrower shall provide to the Administrative Agent and the Lenders basis for calculating financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of covenant compliance (without reflecting such ratio or requirement made before and after giving effect to such change in GAAPAccounting Changes).

Accounting Principles. Except as (a) Under the Loan Papers and any documents delivered thereunder, unless otherwise provided stated, (i) all accounting terms not specifically or completely defined herein shall be construed in this Agreementconformity with, all computations and determinations as to accounting or financial matters and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be made and prepared in accordance with conformity with, GAAP (including principles of consolidation where appropriate)applied on a consistent basis, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof from time to time, applied on in a basis manner consistent with those that used in preparing the Historical audited Financial Statements referred delivered pursuant to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt9.1, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities accounting principles applied in a current period must be comparable in all material respects to those applied during the preceding comparable period, and right (iii) while VRI has any consolidated Restricted Subsidiaries, all accounting and financial terms and compliance with financial covenants must be on a consolidating and consolidated basis, as applicable. Notwithstanding the foregoing, for purposes of use assets in each case related to operating leases determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Companies shall be excluded from all calculations made under this Agreement. deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentPaper, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) 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. (c) All references herein to consolidated financial statements of VRI and its Subsidiaries or its Restricted Subsidiaries, or to the determination of “Adjusted EBITDA” or “Funded Debt” for VRI and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis, or any similar reference, shall, in each case, be deemed to include each variable interest entity that VRI is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) or is otherwise required to consolidate in accordance with GAAP; provided, that in determining such amounts, (i) the Funded Debt and Adjusted EBITDA of the Existing Housing Districts in respect of the Existing Housing Bonds shall be excluded, and (ii) the Funded Debt and Adjusted EBITDA of the Existing Metro Districts in respect of any Bonds issued prior to January 28, 2005 (the date of the Existing Agreement) shall be excluded.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing Exelon’s audited consolidated financial statements as of December 31, 2010 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by Exelon subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by Exelon reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, herein and either the Borrower Exelon or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Exelon 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, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Exelon’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R 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 GAAPmodified by FIN No.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in . In the definition event of any accounting term used change after the Agreement Date in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (GAAP, and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof intent, but would allow compliance to be determined in light of such change in GAAP (subject to accordance with the approval of Borrower’s financial statements for periods after the Required Lenders); change, provided that until so amended, (i) such ratio or requirement amended the financial covenants shall continue to be computed in accordance with GAAP prior to the change. Despite the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein: (a) Indebtedness of any Loan Party 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 liabilities shall be disregarded; (b) any lease that was or would have been classified as an operating lease as of the Agreement Date pursuant to GAAP will be classified as an operating lease, regardless of any change in GAAP after the Agreement Date that would reclassify such change therein lease as a Capital Lease; and (c) any amount received from federal or Alaska Universal Service Funds will be includable in Consolidated net income (or loss) of the Parent and its Subsidiaries regardless of how that amount would be classified for GAAP purposes; for purposes of this clause (c), “Universal Service Funds” includes all support disbursed pursuant to: (i) 47 C.F.R. § Part 54 or any successor or other provisions created after the Agreement Date to provide universal service support for telecommunications services in rural, insular or high cost areas, as defined by the FCC, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement any Alaska program which provides corresponding, similar, 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 GAAPcomplementary support.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] ]) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Annual Statements referred to in Section 6.9(a) 6.1.8.1 [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest, Letter of Credit Fee and Commitment Fee determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest, Letter of Credit Fee or requirement set forth in any Loan Document, and either Commitment Fee determinations (or if the Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the Administrative definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any such change in GAAP), then the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, such approval not to be unreasonably delayed); provided that, until so amended, (i) the Borrower’s compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue to be computed in accordance with GAAP prior to such change therein covenants or definitions are amended as contemplated above, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPby the Agent.

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(c) and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in . In the definition event of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on change after the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtGAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof intent, but would allow compliance to be determined in light of such change in GAAP (subject to accordance with the approval of Borrower’s financial statements for periods after the Required Lenders); change, provided that until so amended, (i) such ratio or requirement amended the financial covenants shall continue to be computed in accordance with GAAP prior to the change. Despite the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein,: (a) Indebtedness of any Loan Party 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 liabilities shall be disregarded. (b) any lease that was or would have been classified as an operating lease as of the Closing Date pursuant to GAAP will be classified as an operating lease, regardless of any change in GAAP after the Closing Date that would reclassify such change therein lease as a Capital Lease and (c) any amount received from federal or Alaska Universal Service Funds will be includable in Consolidated net income (or loss) of the Parent and its Subsidiaries regardless of how that amount would be classified for GAAP purposes; for purposes of this clause (c), “Universal Service Funds” includes all support disbursed pursuant to: (i) 47 C.F.R. § Part 54 or any successor or other provisions created after the Closing Date to provide universal service support for telecommunications services in rural, insular or high cost areas, as defined by the FCC; and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement any Alaska program which provides corresponding, similar, 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 GAAPcomplementary support.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Senior Debt, Operating Cash Flow, Total Debt, Fixed Charges, Pro Forma Debt Service, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers' determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) 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 changes in GAAP).

Accounting Principles. Except as otherwise expressly provided in this Agreementherein, all computations accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and determinations other information required to be delivered by Parent to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting or financial matters principles and all policies in conformity with those used to prepare the Financial Statements. If GAAP shall change from as in effect on the date hereof and Requisite Lenders shall consent to any change in the methods for the preparation of the financial statements and other information required to be delivered by Parent to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), the certificates required to be delivered pursuant to this Agreement Section 5.1(d) demonstrating compliance with the financial covenants contained herein shall be made and prepared include detailed calculations setting forth the adjustments necessary to demonstrate whether the Credit Parties are in accordance compliance with GAAP (including principles of consolidation where appropriate), and all accounting or such financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under covenants based upon GAAP as in effect on the date hereof applied on a basis consistent with those hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used in preparing the Historical Statements herein shall be construed, and all computations of amounts and ratios referred to in in, and determinations of compliance with the provisions of, Section 6.9(a6 (including all relevant definitions used therein or for such purposes) [Historical Statements]). For the avoidance of doubt, hereof shall be made without giving effect to (i) any election under FASB Accounting Standards Codification 825 (or any other part of FASB’s Accounting Standards Codification having a similar result or effect) for all purposes, including without limitation, to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value” or to include any gain or loss attributable thereto in no event shall the calculation of net income (or loss) of any lease be deemed Credit Party or any Subsidiary of any Credit Party, (ii) any election under FASB Accounting Standards Codification 810 (or any other part of FASB’s Accounting Standards Codification having a capital lease similar result or effect) for all purposes , including without limitation, in the calculation of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to net income (or loss) of any Credit Party or any Subsidiary of any Credit Party giving effect to the inclusion of net income (or loss) attributable to non-controlling interests in less-than wholly-owned Subsidiaries, (iii) any election under FASB Accounting Standards Codification Topic 842805 (or any other part of FASB’s Accounting Standards Codification having a similar result or effect) for all purposes, Leases and including without limitation, to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value” or include any gain or loss attributable thereto in the calculation of net income (iior loss) all lease liabilities and right of use assets any Credit Party or any Subsidiary of any Credit Party, unless, in each case, otherwise expressly provided for herein, or consented to by the Requisite Lenders. In the event that after the Closing Date, the Credit Parties change an existing accounting practice, or implement a new accounting practice, in each case related solely for purposes of conforming to operating leases GAAP (each, an “Accounting Change”), then, in such event, Parent shall be excluded from all calculations made under this Agreement. If at any time any change promptly notify Administrative Agent and Lenders thereof in GAAP would affect writing, which notice shall include a description, in reasonable detail, of the computation of any financial ratio or requirement set forth in any Loan DocumentAccounting Change, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, then the Lenders and the Borrower Credit Parties shall negotiate promptly meet and confer in good faith for the purpose of memorializing in writing an amendment of this Agreement, the effect of which shall be to amend such ratio revise, as applicable (y) the definitions of the relevant financial terms contained herein, and/or (z) the levels or requirement ratios to preserve the original intent thereof in light of such change in GAAP (subject be maintained pursuant to the approval of the Required Lenders); provided until so amendedrelevant financial covenants contained herein, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide each case to the Administrative Agent and extent necessary to take into account 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 GAAPapplicable Accounting Change.

Accounting Principles. Except as Unless otherwise stated, (a) GAAP determines all accounting and financial terms and compliance with financial covenants; (b) all accounting principles applied in a current period must be consistent in all material respects with those applied during the preceding comparable period, unless the change is required by GAAP; provided however, if the Borrower wishes to change an accounting principle that is not consistent with that applied during the preceding comparable period, and is not required under GAAP, such change shall not be effective unless (i) the Borrower shall have objected in this Agreement, all computations and determinations as writing to accounting or financial matters and all determining such compliance on such basis within ten (10) days of delivery to the Administrative Agent of the financial statements relating to be delivered pursuant to this Agreement such period, or (ii) the Majority Lenders shall so object in writing within thirty (30) days after receipt of such financial statements, in either of which events such calculations shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred 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 6.9(a8.1 hereof, shall mean the Current Financials); and (c) [Historical Statements]). For the avoidance Borrower shall deliver to the Administrative Agent at the same time as the delivery of doubt, any annual or quarterly financial statement under Section 8.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have objection has been categorized as an operating lease as determined made in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases proviso of subparagraph (b) above and (ii) all lease liabilities and right reasonable estimates of use assets in each case related the difference between such statements arising as a consequence thereof. Notwithstanding the foregoing to operating leases shall the contrary, for changes which are required under GAAP where GAAP does not require restatement or pro forma disclosure of the impact of the change on prior periods, the impact of the change on prior periods will only be excluded from all calculations made under this Agreementdisclosed if reasonably practical to estimate. If Furthermore, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentherein, 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 until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the therein. If either Borrower or Majority Lenders shall provide to the so request, Administrative Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to give effect to such change in GAAP. If Administrative Agent and Borrower agree on such amendment, Administrative Agent shall notify Lenders and distribute such amendment to Lenders and unless Majority Lenders object in writing within ten (10) Business Days of the date such notice is delivered to Lenders, such amendment shall become effective in accordance with its terms automatically, without any further action on the part of Borrower, Administrative Agent or Lenders; provided that, until so amended, the Financial Statements required to be delivered by Borrower to Administrative Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth pursuant to Section 8.1 hereof shall be accompanied by a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP..