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

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (a) the Company and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders that the criteria for evaluating the matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. (a) All accounting and financial terms used herein and not otherwise specifically defined herein and the compliance with each covenant contained herein which relates to financial matters in this Agreement shall be determined construed in accordance with GAAP applied by the Company on a consistent basisbasis with those applied in the preparation of the financial statements referred to in Section 4.4. (b) Unless otherwise indicated, except all financial statements of the Borrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the extent that a deviation therefrom is expressly stated. Should there definitions in Section 1.1 shall be a based upon the consolidated accounts of the Borrower and its Subsidiaries in accordance with GAAP and consistent with the principles of consolidation applied in preparing the financial statements referred to in Section 4.4. (c) If at any time any change in GAAP from that or in effect on the Execution Date, such that application thereof would affect the computation of any of the defined terms financial ratio or requirement set forth in Section 1.01 and/or compliance with any Credit Document, and either the covenants set forth Borrower or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in Article VI would then be calculated good faith to amend such ratio or requirement to preserve the original intent thereof in a different manner or with different components or any light of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating change in GAAP or in the matters addressed thereby application thereof (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or in the application thereof prior to such change in GAAP therein and (aii) the Company Borrower shall provide to the Administrative Agent and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith financial statements and enter into an amendment to other documents required under this Agreement in order or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to modify the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders that the criteria for evaluating the matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Effective Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company WIL and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Obligors shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Obligors would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company Borrower on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Closing Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (a) the Company Borrower and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders that the criteria for evaluating the matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Borrower shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change; provided, however, that for the avoidance of doubt, any lease that was accounted for by the Borrower or the Subsidiaries as an operating lease as of December 31, 2018 and any other lease entered into after December 31, 2018 by the Borrower or any Subsidiary shall be accounted for as an operating lease and not a capital lease to the extent that such lease would have been characterized as an operating lease as of such date.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced Five-Year Facility 22 by such change in GAAP covenants, (a) the Company and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-60- day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used n GAAP herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Majority Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAPGAAP or Statutory Accounting Practices, and (b) the Company shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Effective Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) WIL, the Company other Obligor Parties and the Required Lenders agree, within the 60-day period following any such change, agree to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders and acceptable to the Obligor Parties so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Obligor Parties shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Obligor Parties would have been in compliance therewith under GAAP as in effect immediately prior to such change. Notwithstanding any change in GAAP that may occur after the Effective Date with respect to the accounting classification of obligations in respect of leases that would have been classified as operating leases in accordance with GAAP as in effect on the Effective Date, such obligations will in no event be deemed to constitute Indebtedness for purposes of compliance with the covenants set forth in Article VIII.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company Borrower on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (a) the Company Borrower and the Required Lenders agree, within the sixty (60-) day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders that the criteria for evaluating the matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Borrower shall be deemed to be in compliance with such covenants during the sixty (60-) day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Effective Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company WIL and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVII, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Obligors shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Obligors would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Effective Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company Borrower, WIL-Switzerland and the Required Lenders agree, within the 60-day period following any such change, agree to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders and acceptable to the Obligor Parties so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Obligor Parties shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Obligor Parties would have been in compliance therewith under GAAP as in effect immediately prior to such change. Notwithstanding any change in GAAP that may occur after the Effective Date with respect to the accounting classification of obligations in respect of leases that would have been classified as operating leases in accordance with GAAP as in effect on the Effective Date, such obligations will in no event be deemed to constitute Indebtedness for purposes of compliance with the covenants set forth in Article VIII.

Accounting Terms; Changes in GAAP. Please do not type any text in this area. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company WIL and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Obligors shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Obligors would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company Borrower and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Borrower and the Guarantor shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company U.S. Borrower on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company U.S. Borrower and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Majority Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAPGAAP or Statutory Accounting Practices, and (b) the Company U.S. Borrower shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company U.S. Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company U.S. Borrower or the Canadian Borrower, as the case may be, on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company Borrowers and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Majority Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAPGAAP or Statutory Accounting Practices, and (b) the Company Borrowers shall be deemed to be in compliance with such covenants during the 60-60- day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Borrowers would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company U.S. Borrower or the Canadian Borrower, as the case may be, on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with or the covenants set forth in Article VI VIII would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute render the same not meaningful criteria for evaluating the matters addressed thereby prior contemplated to be evidenced by such change in GAAP covenants, (a) the Company Borrowers and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIVIII, or both, in such respects as shall reasonably be deemed necessary by the Required Majority Lenders so that the criteria for evaluating the matters addressed contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAPGAAP or Statutory Accounting Practices, and (b) the Company Borrowers shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Borrowers would have been in compliance therewith under GAAP as in effect immediately prior to such change.

Accounting Terms; Changes in GAAP. All accounting and financial terms used herein and not otherwise defined herein and the compliance with each covenant contained herein which relates to financial matters shall be determined in accordance with GAAP applied by the Company Borrower on a consistent basis, except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Execution Closing Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (a) the Company Borrower and the Required Lenders agree, within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement in order to modify the defined terms set forth in Section 1.01 or the covenants set forth in Article VI, or both, in such respects as shall reasonably be deemed necessary by the Required Lenders so that the criteria for evaluating the matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Company Borrower shall be deemed to be in compliance with such covenants during the 60-day period following any such change, or until the earlier date of execution of such amendment, if and to the extent that the Company Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change.