Common use of Consolidation of Variable Interest Entities Clause in Contracts

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Parent and its Subsidiaries or to the determination of any amount for the Borrower Parent and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Holdings and its Subsidiaries or to the determination of any amount for the Borrower Holdings and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Holdings is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Consolidated Group or to the determination of any amount for the Borrower and its Subsidiaries Consolidated Group on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Parent Entity is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Companies or to the determination of any amount for the Borrower and its Subsidiaries Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein, provided further that for all purposes in calculating consolidated covenants hereunder the Parent shall be deemed to own one hundred percent (100%) of the equity interests in the Borrower.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All Except as expressly provided otherwise herein, all references herein to consolidated Consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Trust, the Borrower and its Subsidiaries or to the determination of any amount for the Trust, the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Companies or to the determination of any amount for the Borrower and its Subsidiaries Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein, provided further that for all purposes in calculating consolidated covenants hereunder the Parent shall be deemed to own one hundred percent (100%) of the equity interests in the Borrower.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Principal Borrower and its Subsidiaries or to the determination of any amount for the Principal Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Principal Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined hereinherein (provided that such entity shall not be deemed to be a Subsidiary hereunder for any other purpose).

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Restricted Subsidiaries or to the determination of any amount for the Borrower and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined hereinSubsidiary.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or Restricted Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries or Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Trust, the Borrower and its Subsidiaries or to the determination of any amount for the Trust, the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Trust or the Borrower, as applicable, is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Guarantor and its Restricted Subsidiaries or to the determination of any amount for the Borrower Guarantor and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Guarantor is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Restricted Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its the Subsidiaries or to the determination of any amount for the Borrower and its the Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. 1.04

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Variable Interest Entity as if such variable interest entity Variable Interest Entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein...

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower any Person and its Subsidiaries or to the determination of any amount for the Borrower any Person and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower such Person is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC Accounting Standards Codification 810 “Consolidation,” as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 (revised December 2003) Consolidation of Variable Interest Entities as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the US Borrower and its Subsidiaries or to the determination of any amount for the US Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the US Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Restricted Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Borrowers and its their Subsidiaries or to the determination of any amount for the Borrower Borrowers and its their Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is Borrowers are required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Parent and its Subsidiaries or to the determination of any amount for the Borrower Loan Parties and its their Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Loan Parties is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC the Financial Accounting Standards Board Accounting Standards Codification Topic No. 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each material variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All Except as expressly provided otherwise herein, all references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries Consolidated Group or to the determination of any amount for the Borrower and its Subsidiaries Consolidated Group on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Consolidated Group is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Companies or to the determination of any amount for the Borrower and its Subsidiaries Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein, provided further that for all purposes in calculating consolidated covenants hereunder Parent shall be deemed to own one hundred percent (100%) of the equity interests in Borrower.

Consolidation of Variable Interest Entities. All Except as expressly provided otherwise herein, all references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Facility Guarantor and its Subsidiaries or to the determination of any amount for the Borrower Facility Guarantor and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Facility Guarantor is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to GAAP (which, as of the Closing Date, is set forth in FASB ASC 810 810) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Statement of Financial Accounting Standard No. 167 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. (d)

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC Financial Accounting Standards Board’s Accounting Standards Codification 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its their Subsidiaries or to the determination of any amount for the Borrower and its their Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the any Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Companies or to the determination of any amount for the Borrower and its Subsidiaries Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower or a Subsidiary is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Companies or to the determination of any amount for the Borrower and its Subsidiaries Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Parent is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined hereinherein but for no other purpose.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Consolidated Group or to the determination of any amount for the Borrower and its Subsidiaries Consolidated Group on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference solely with respect to the Borrower’s compliance with Section 7.11 shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Partnership and its Subsidiaries or to the determination of any amount for the Borrower Partnership and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Partnership is required to consolidate consolidate, pursuant to FASB ASC 810 810, as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower Holdings and its Subsidiaries or to the determination of any amount for the Borrower Holdings and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Holdings is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Restricted Subsidiaries or to the determination of any amount for the Borrower and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity (other than an MLP Subsidiary) that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Borrowers and its their Subsidiaries or to the determination of any amount for the Borrower Borrowers and its their Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include exclude each variable interest entity that the any Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Company and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. (d)

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Holdings and its Restricted Subsidiaries or to the determination of any amount for the Borrower Holdings and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Holdings is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include exclude each variable interest entity that the Borrower is required to otherwise consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein810.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Restricted Subsidiaries or to the determination of any amount for the Borrower and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity (other than an MLP Subsidiary) that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Restricted Subsidiaries or to the determination of any amount for the Borrower and its Restricted Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Restricted Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Company or to the determination of any amount for the Borrower and its Subsidiaries Company on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary or Joint Venture as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.Subsidiary. (d)

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Loan Party Group Companies or to the determination of any amount for the Borrower and its Subsidiaries Loan Party Group Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. (e)

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. (d)

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or the Primary Group, as applicable, or to the determination of any amount for the Borrower and its Subsidiaries or the Primary Group, as applicable, on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Trust, the Company and its Subsidiaries or to the determination of any amount for the Borrower Trust, the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Trust or the Company, as applicable, is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Parent Borrower and its Subsidiaries or to the determination of any amount for the Borrower Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 – Consolidation of variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Borrowers and its Subsidiaries the Designated Guarantors or to the determination of any amount for the Borrower Borrowers and its Subsidiaries the Designated Guarantors on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is Borrowers are required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Holdings and its Subsidiaries or to the determination of any amount for the Borrower Holdings and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Holdings is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.Interpretation No. 46 –

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Restricted Subsidiaries or to the determination of any amount for the Borrower and its Restricted Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of Holdings, the Borrower and its their respective Subsidiaries or to the determination of any amount for Holdings, the Borrower and its their respective Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that Holdings and the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any ​ amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Holdings and its Subsidiaries or the Primary Group, as applicable, or to the determination of any amount for the Borrower Holdings and its Subsidiaries or the Primary Group, as applicable, on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 — Consolidation of variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for of the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 – Consolidation of Variable Interest Entities; an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. 1.4

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include 1204724.01-CHISR02A - MSW CHAR1\1886837v5 each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.herein but for no other purpose. 134956965_3 144235732_5

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Consolidated Group or to the determination of any amount for the Borrower and its Subsidiaries Consolidated Group on a consolidated basis or any similar reference shall, in each case, be deemed to Exhibit A to First Amendment include each variable interest entity that the Borrower Parent Entity is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All Except as expressly provided otherwise herein, all references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries Consolidated Group or to the determination of any amount for the Borrower and its Subsidiaries Consolidated Group on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Consolidated Group is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. (d)

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries Holdings or to the determination of any amount for Holdings or the Borrower and its Subsidiaries Restricted Entities on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower such Person(s) is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 Interpretation No. 46 — Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. CHAR1\1641691v2CHAR1\1779505v1

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.the

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Parent and its Subsidiaries or to the determination of any amount for the Borrower Loan Parties and its their Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Loan Parties is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.Interpretation

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Borrowers and its their Subsidiaries or to the determination of any amount for the Borrower Borrowers and its their Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include exclude each variable interest entity that the Borrower is Borrowers are required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Holdings and its Subsidiaries or to the determination of any amount for the Borrower Holdings and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Holdings or any of its Subsidiaries is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Guarantor and its Subsidiaries or to the determination of any amount for the Borrower Guarantor and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower Guarantor is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower Partnership and its Subsidiaries or to the determination of any amount for the Borrower Partnership and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the a Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.. - 34 -