Common use of 2Accounting Terms Clause in Contracts

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP (or, as the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent (or Required Lenders) shall so request (regardless of whether any such request is given before or after such change), Agent, the Lenders and Borrowers will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP (or, as the context may indicate, IFRS); provided, that until so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease shall be determined in accordance with the definition of Capital Lease. In addition, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements shall be prepared without giving effect to any election under FASB Accounting Standards Codification Topic 825, Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Debt at “fair value”, as defined therein.

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP (orGAAP; provided, as that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements effect of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) Accounting Change occurring after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation operation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent such provision (or if Agent notifies Administrative Borrower that the Required Lenders) shall so Lenders request (an amendment to any provision hereof for such purpose), regardless of whether any such request notice is given before or after such change)Accounting Change or in the application thereof, Agent, the Lenders then Agent and Borrowers agree that they will negotiate in good faith to amend (subject amendments to the approval provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders) , the provisions in this Agreement shall be calculated as if no such ratioAccounting Change had occurred. When used herein, requirement the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to preserve mean the original intent thereof in light of such change in GAAP (orLoan Parties and their Subsidiaries on a consolidated basis, as unless the context may indicate, IFRS); provided, that until so amendedclearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender all financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease delivered hereunder shall be determined in accordance with the definition of Capital Lease. In additionprepared, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements covenants contained herein shall be prepared calculated, without giving effect to any election under FASB the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, Financial Instrumentsand (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or any successor thereto (including pursuant other comment concerning the ability of the applicable Person to continue as a going concern or concerning the Accounting Standards Codification), to value any Debt at “fair value”, as defined thereinscope of the audit.

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP (orGAAP; provided, as that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements effect of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) Accounting Change occurring after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation operation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent such provision (or if Agent notifies Administrative Borrower that the Required Lenders) shall so Lenders request (an amendment to any provision hereof for such purpose), regardless of whether any such request notice is given before or after such change)Accounting Change or in the application thereof, Agent, the Lenders then Agent and Borrowers agree that they will negotiate in good faith to amend (subject amendments to the approval provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders) , the provisions in this Agreement shall be calculated as if no such ratioAccounting Change had occurred. When used herein, requirement the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or covenant a related definition, it shall be understood to preserve mean the original intent thereof in light of such change in GAAP (orLoan Parties and their Subsidiaries on a consolidated basis, as unless the context may indicate, IFRS); provided, that until so amendedclearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender all financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease delivered hereunder shall be determined in accordance with the definition of Capital Lease. In additionprepared, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements covenants contained herein shall be prepared calculated, without giving effect to any election under FASB the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, Financial Instrumentsand (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or any successor thereto (including pursuant other comment concerning the ability of the applicable Person to continue as a going concern or concerning the Accounting Standards Codification), to value any Debt at “fair value”, as defined thereinscope of the audit.

2Accounting Terms. Under (a) Any accounting term not specifically defined in this Article I shall have the Loan Documents meaning ascribed thereto by GAAP. ​ ​ (except as otherwise specified therein)b) If any change in the rules, all accounting terms shall be interpretedregulations, all accounting determinations shall be madepronouncements, opinions or other requirements of the Financial Accounting Standards Board (or any successor thereto or agency with similar function) with respect to GAAP, or if US Borrower adopts the International Financial Reporting Standards, and all financial statements shall be prepared, in accordance with GAAP (or, as the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) after the Closing Date if Borrowers’ certified public accountants concur in such change and or adoption results in a change in the change is disclosed to Agent and, if reasonably requested by Agent calculation of any component (or components in the aggregate) of the financial covenants set forth in Section 5.7 hereof or the Required Lendersrelated financial definitions, at the relevant provisions option of the Loan Documents are amended in a manner reasonably satisfactory Agent and Agent, the Required Lenders or US Borrower, the parties hereto will enter into good faith negotiations to take into account amend such financial covenants and financial definitions in such manner as the effects parties shall agree, each acting reasonably, in order to reflect fairly such change or adoption so that the criteria for evaluating the financial condition of Borrowers shall be the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date same in GAAP (orcommercial effect after, as well as before, such change or adoption is made (in which case the context may indicate, IFRS) or method and calculating such financial covenants and definitions hereunder shall be determined in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent (or Required Lenders) shall manner so request (regardless of whether any such request is given before or after such change), Agent, the Lenders and Borrowers will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP (or, as the context may indicate, IFRSagreed); providedprovided that, that until so amended, (a) such ratio, requirement or covenant calculations shall continue to be computed in accordance with GAAP as in effect prior to such change therein and or adoption. (bc) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender financial statements and other documents required under this Agreement which include 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 terms of an accounting or financial nature used herein the amount of any Debt under GAAP with respect to Capital Lease shall be determined in accordance with the definition construed, and all computations of Capital Lease. In addition, all accounting terms shall be interpreted, all accounting determinations amounts and ratios referred to herein shall be made and all financial statements shall be prepared (i) without giving effect to any election under FASB Financial Accounting Standards Board Accounting Standards Codification Topic 825, Financial Instruments, ▇▇▇-▇▇-▇▇ (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Companies at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board 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 Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. In addition, notwithstanding anything to the contrary contained in Section 1.2(b) above or the definition of “Capitalized Lease Obligations”, in the event of an accounting change pursuant to FASB ASC 842 in relation to the requirements for leases to be capitalized, only those leases that would have constituted capital leases prior to the effective date of FASB ASC 842 (assuming for purposes hereof that they were in existence prior to the effective date of FASB ASC 842) shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP (orGAAP; provided, as that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements effect of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) Accounting Change occurring after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation operation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent such provision (or if Agent notifies Administrative Borrower that the Required Lenders) shall so Lenders request (an amendment to any provision hereof for such purpose), regardless of whether any such request notice is given before or after such change)Accounting Change or in the application thereof, Agent, the Lenders then Agent and Borrowers agree that they will negotiate in good faith to amend (subject amendments to the approval provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders) , the provisions in this Agreement shall be calculated as if no such ratioAccounting Change had occurred. When used herein, requirement the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to preserve mean the original intent thereof in light of such change in GAAP (orLoan Parties and their Subsidiaries on a consolidated basis, as unless the context may indicate, IFRS); provided, that until so amendedclearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender all financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease delivered hereunder shall be determined in accordance with the definition of Capital Lease. In additionprepared, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements covenants contained herein shall be prepared calculated, without giving effect to any election under FASB the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, Financial Instrumentsand (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or any successor thereto (including pursuant other comment concerning the ability of the applicable Person to continue as a going concern or concerning the Accounting Standards Codification), to value any Debt at “fair value”, as defined therein.scope of the audit. ​ ​ ​ ​

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP (or, as the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent (or Required Lenders) shall so request (regardless of whether any such request is given before or after such change), Agent, the Lenders and Borrowers will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP (or, as the context may indicate, IFRS); provided, that until so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease shall be determined in accordance with the ​ definition of Capital Lease. In addition, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements shall be prepared without giving effect to any election under FASB Accounting Standards Codification Topic 825, Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Debt at “fair value”, as defined therein.

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP (orGAAP; provided, as that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements effect of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) Accounting Change occurring after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation operation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent such provision (or if Agent notifies Borrowers that the Required Lenders) shall so Lenders request (an amendment to any provision hereof for such purpose), regardless of whether any such request notice is given before or after such change)Accounting Change or in the application thereof, Agent, the Lenders then Agent and Borrowers agree that they will negotiate in good faith to amend (subject amendments to the approval provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders) , the provisions in this Agreement shall be calculated as if no such ratioAccounting Change had occurred. When used herein, requirement the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or covenant a related definition, it shall be understood to preserve the original intent thereof in light of such change in GAAP (ormean Borrowers and their Subsidiaries on a consolidated basis, as unless the context may indicate, IFRS); provided, that until so amendedclearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender all financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease delivered hereunder shall be determined in accordance with the definition of Capital Lease. In additionprepared, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements covenants contained herein shall be prepared calculated, without giving effect to any election under FASB the Statement of Financial Accounting Standards Codification Topic 825No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, Financial Instrumentsand (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or any successor thereto (including pursuant other comment concerning the ability of the applicable Person to continue as a going concern or concerning the Accounting Standards Codification), to value any Debt at “fair value”, as defined thereinscope of the audit.

2Accounting Terms. Under (a) Any accounting term not specifically defined in this Article I shall have the Loan Documents meaning ascribed thereto by GAAP. (except as otherwise specified therein)b) If any change in the rules, all accounting terms shall be interpretedregulations, all accounting determinations shall be madepronouncements, opinions or other requirements of the Financial Accounting Standards Board (or any successor thereto or agency with similar function) with respect to GAAP, or if US Borrower adopts the International Financial Reporting Standards, and all financial statements shall be prepared, in accordance with GAAP (or, as the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) after the Closing Date if Borrowers’ certified public accountants concur in such change and or adoption results in a change in the change is disclosed to Agent and, if reasonably requested by Agent calculation of any component (or components in the aggregate) of the financial covenants set forth in Section 5.7 hereof or the Required Lendersrelated financial definitions, at the relevant provisions option of the Loan Documents are amended in a manner reasonably satisfactory Agent and Agent, the Required Lenders or US Borrower, the parties hereto will enter into good faith negotiations to take into account amend such financial covenants and financial definitions in such manner as the effects parties shall agree, each acting reasonably, in order to reflect fairly such change or adoption so that the criteria for evaluating the financial condition of Borrowers shall be the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date same in GAAP (orcommercial effect after, as well as before, such change or adoption is made (in which case the context may indicate, IFRS) or method and calculating such financial covenants and definitions hereunder shall be determined in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent (or Required Lenders) shall manner so request (regardless of whether any such request is given before or after such change), Agent, the Lenders and Borrowers will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP (or, as the context may indicate, IFRSagreed); providedprovided that, that until so amended, (a) such ratio, requirement or covenant calculations shall continue to be computed in accordance with GAAP as in effect prior to such change therein and or adoption. (bc) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender financial statements and other documents required under this Agreement which include 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 terms of an accounting or financial nature used herein the amount of any Debt under GAAP with respect to Capital Lease shall be determined in accordance with the definition construed, and all computations of Capital Lease. In addition, all accounting terms shall be interpreted, all accounting determinations amounts and ratios referred to herein shall be made and all financial statements shall be prepared (i) without giving effect to any election under FASB Financial Accounting Standards Board Accounting Standards Codification Topic 825, Financial Instruments, ▇▇▇-▇▇-▇▇ (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Companies at “fair value”, as defined therein and (ii) without giving effect to any treatment of 192068782_9 Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board 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 Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. In addition, notwithstanding anything to the contrary contained in Section 1.2(b) above or the definition of “Capitalized Lease Obligations”, in the event of an accounting change pursuant to FASB ASC 842 in relation to the requirements for leases to be capitalized, only those leases that would have constituted capital leases prior to the effective date of FASB ASC 842 (assuming for purposes hereof that they were in existence prior to the effective date of FASB ASC 842) shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all a) All accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP GAAP. (orb) If the Company notifies the holders of Notes that, in its reasonable opinion, or if the Required Holders notify the Company that, in their reasonable opinion, as the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements result of Borrowers delivered to Agent before the Closing Date, except for any change required in GAAP from time to time (a “Subsequent Change”), any of the financial covenants contained in this Agreement or permitted by GAAP (orany of the defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Company than are such covenants immediately prior to giving effect to such Subsequent Change, as the context may indicate, IFRS) after the Closing Date if Borrowers’ certified public accountants concur in such change Company and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions holders of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent (or Required Lenders) Notes shall so request (regardless of whether any such request is given before or after such change), Agent, the Lenders and Borrowers will negotiate in good faith to reset or amend (subject such covenants or defined terms so as to negate such Subsequent Change, or to establish alternative covenants or defined terms. Until the approval of Company and the Required Lenders) such ratioHolders so agree to reset, requirement amend or covenant to preserve establish alternative covenants or defined terms, the original intent thereof financial covenants contained in light of such change in GAAP (orthis Agreement, as together with the context may indicaterelevant defined terms, IFRS); provided, that until so amended, (a) such ratio, requirement or covenant shall continue to apply and compliance therewith shall be computed determined assuming that the Subsequent Change shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Company shall include relevant reconciliations in accordance with reasonable detail between GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender financial statements and other documents required under this Agreement which include 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 the amount of any Debt under Static GAAP with respect to Capital Lease the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) during such period. (c) Except as otherwise specifically provided herein, (1) all computations made pursuant to this Agreement shall be determined made in accordance with the definition of Capital Lease. In additionGAAP, all accounting terms shall be interpreted, all accounting determinations shall be made and (2) all financial statements shall be prepared without giving effect to in accordance with GAAP. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness” and any Additional Covenant that is a Financial Covenant), any election under by the Company to measure any financial liability using fair value (as permitted by FASB ASC ▇▇▇-▇▇-▇▇ — Fair Value Option, International Accounting Standards Codification Topic 825, Standard 39 — Financial Instruments, : Recognition and Measurement or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Debt at “fair value”, similar accounting standard) shall be disregarded and such determination shall be made as defined thereinif such election had not been made.

2Accounting Terms. Under All accounting terms used herein which are not expressly defined in this Agreement have the Loan Documents meanings respectively given to them in accordance with GAAP; provided that, if the Company notifies the Required Holders that the Company 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 (except or if the Required Holders notify the Company that the Required Holders 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 applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Except as otherwise specified therein)specifically provided herein, (i) all accounting terms computations made pursuant to this Agreement shall be interpreted, all accounting determinations shall be mademade in accordance with GAAP, and (ii) all financial statements shall be prepared, prepared in accordance with GAAP GAAP. For purposes of determining compliance with this Agreement (orincluding, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (orFinancial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ — Fair Value Option, International Accounting Standard 39 —Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as the context may indicate, IFRS) after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the changeelection had not been made. Notwithstanding anything in this Agreement to the foregoingcontrary, if at any time any change occurs after the Closing Date in GAAP (or, as including the context may indicate, adoption of the International Financial Reporting Standards (IFRS)) or in the application thereof on would affect the computation of any financial ratio or financial requirement, or compliance with any covenant, requirement set forth in any Loan Financing Document, and Borrowers either the Company or Agent (or the Required Lenders) Holders shall so request (regardless of whether any such request is given before or after such change), Agentrequest, the Lenders Company and Borrowers will the holders of the Notes shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, ratio or requirement or covenant to preserve the original intent thereof in light of such change in GAAP (or, as subject to the context may indicate, IFRSapproval of the Required Holders); providedprovided that, that until so amended, (aA) such ratio, ratio or requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (bB) if requested by Agent or any Lender, Borrowers the Company shall provide to Agent or such Lender the holders of the Notes financial statements and other documents required under this Agreement which include 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 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 for all purposes of this Agreement, notwithstanding any other provision contained change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. All references herein to consolidated financial statements of the amount Company and its Subsidiaries or to the determination of any Debt under GAAP with respect to Capital Lease shall be determined in accordance with amount for the definition of Capital Lease. In addition, all accounting terms shall be interpreted, all accounting determinations shall be made Company and all financial statements shall be prepared without giving effect to any election under FASB Accounting Standards Codification Topic 825, Financial Instruments, its Subsidiaries on a consolidated basis or any successor thereto (including similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to the Accounting Standards Codification), to value any Debt at “fair value”, FASB ASC 810 as if such variable interest entity were a Subsidiary as defined thereinherein.

2Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP (orGAAP; provided, as that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the context may indicate, IFRS) applied on a basis consistent with the most recent audited financial statements effect of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP (or, as the context may indicate, IFRS) Accounting Change occurring after the Closing Date if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent and, if reasonably requested by Agent or the Required Lenders, the relevant provisions of the Loan Documents are amended in a manner reasonably satisfactory Agent and the Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP (or, as the context may indicate, IFRS) or in the application thereof on the computation operation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and Borrowers or Agent such provision (or if Agent notifies Administrative Borrower that the Required Lenders) shall so Lenders request (an amendment to any provision hereof for such purpose), regardless of whether any such request notice is given before or after such change)Accounting Change or in the application thereof, Agent, the Lenders then Agent and Borrowers agree that they will negotiate in good faith to amend (subject amendments to the approval provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders) , the provisions in this Agreement shall be calculated as if no such ratioAccounting Change had occurred. When used herein, requirement the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or covenant a related definition, it shall be understood to preserve mean the original intent thereof in light of such change in GAAP (orLoan Parties and their Subsidiaries on a consolidated basis, as unless the context may indicate, IFRS); provided, that until so amendedclearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) if requested by Agent or any Lender, Borrowers shall provide to Agent or such Lender all financial statements and other documents required under this Agreement which include 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 the amount of any Debt under GAAP with respect to Capital Lease delivered hereunder shall be determined in accordance with the definition of Capital Lease. In additionprepared, all accounting terms shall be interpreted, all accounting determinations shall be made and all financial statements covenants contained herein shall be prepared calculated, without giving effect to any election under FASB the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, Financial Instrumentsand (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or any successor thereto (including pursuant other comment concerning the ability of the applicable Person to continue as a going concern or concerning the Accounting Standards Codification), to value any Debt at “fair value”, as defined thereinscope of the audit.