Common use of Accounting and Financial Determinations Clause in Contracts

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any Note shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless (a) To the extent applicable and except as otherwise specifiedspecified in this Agreement, all where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required to be delivered hereunder for the purpose of this Agreement, such determination or thereunder calculation shall be prepared, made on a consolidated basis so as to include Borrower and each Subsidiary of the Borrower in each such calculation and shall be made in accordance with GAAP consistently applied (orGAAP; provided, if not consistently appliedhowever, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or from those applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 Section 6.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the Securities and Exchange Commission (Financial Information, Reports, Notices, etc.or its boards or committees or successors thereto or agencies with similar functions), there the initial announcement of which change is made after the date hereof, results in a change in the manner method of determining any calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. (b) All regulatory determinations and calculations made in connection with the determination of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition status of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Bank Subsidiary as well-capitalized under Section 6.9 hereof, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined made in accordance with GAAP relating thereto the laws, rules, regulations and interpretations thereof by the Governmental Authority charged with interpretations thereof, as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on the date of such datedetermination or calculation, as the case may be. (c) When used herein, the term “financial statement” shall continue include balance sheets, statements of earnings, statements of stockholders’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Borrower shall be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (a statement prepared on a prospective or retroactive basis or otherwise) as capital leasesconsolidated basis, unless otherwise specified.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specifiedWhere the character or amount of any asset or liability or item of income or expense is required to be determined, all or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Lease, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in a Group IV Lessee or the Guarantor shall have elected (with the concurrence of its independent public accountants and upon prior written notification to the Group IV Lessor and the Trustee) to adopt more recently promulgated GAAP or IFRS or in the interpretation thereof or (which election shall continue to be effective for subsequent years); and (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred Group IV Lessor shall have consented to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is such election. Upon a change in GAAP which becomes effective after the manner of determining any Group IV Initial Closing Date and which would have a material effect on a Group IV Lessee's or the Guarantor's consolidated financial statements and the assets and liabilities reflected therein or otherwise affect the application or effect of the items referred terms of this Lease, such change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to herein or thereunder that are to be determined by reference to GAAPsuch effectiveness, the Trustee, the Group IV Lessor, the Guarantor and the effect Group IV Lessees shall, as applicable, in good faith negotiate to amend the pertinent provisions of this Lease to account for such change would (in to the reasonable opinion extent appropriate to effect the substance thereof as of the Borrower or the Facility Agent) be Group IV Initial Closing Date. If such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment amendment, if applicable, is not entered into with respect to any provision hereof to eliminate such change, such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof shall not be given effect for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leaseshereof.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document or solvency certificate, shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently with, those generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 5.1.5; provided, Reportshowever, Notices, etc.), there is a change that at any time the computations determining compliance with Section 7.2 utilize accounting principles different from those utilized in the manner financial statements furnished to the Lenders pursuant to Section 7.1.1, such financial statements shall be accompanied by reconciliation work-sheets. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Guarantor and General Partner, Borrower and its Subsidiaries, in each case without duplication. Notwithstanding any other provision contained herein, all terms of determining any an accounting or financial nature used herein shall be construed, and all computations of the items amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or thereunder that are any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to be determined by reference to GAAPvalue any Indebtedness or other liabilities of the Guarantor, Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the effect full stated principal amount thereof. In the event there are revisions to GAAP that would affect the computation of such change would (financial covenants, ratios, or other requirements set forth in the reasonable opinion Loan Documents, Borrower agrees to negotiate in good faith to amend such affected provisions to provide substantially the same financial covenants, ratios, or other requirements of the Borrower or the Facility Agent) be such Group Members as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately effect prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesGAAP.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on the B34 Facility Amendment Date December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital capitalized leases; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Closing Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Closing Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all (a) All terms of an accounting terms used herein or financial nature in this Agreement or any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, construed in accordance with GAAP consistently applied (orGAAP, if not consistently appliedas in effect from time to time; provided, accompanied by details of the inconsistencies); provided however, that if the Borrower elects notifies the Administrative Agent that the Borrower wishes to apply amend any covenant in Section 7.2 or is required any related definition to apply IFRS accounting principles in lieu eliminate the effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend Section 7.2 or any provision hereof related definition for such purpose), then the Borrower’s compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. Notwithstanding a manner satisfactory to the foregoing, all obligations Borrower and the Required Lenders. (b) With respect to any period of four consecutive Fiscal Quarters during which any person that are Permitted Acquisition or permitted Disposition occurs (and for purposes of determining whether an acquisition is a Permitted Acquisition or a permitted Disposition under Section 7.2.9 or would result in a Default), the Net Debt to EBITDA Ratio shall be characterized calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Disposition (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as operating lease obligations amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Disposition, provided that all such adjustments shall be set forth in accordance with GAAP a reasonably detailed certificate of a financial Authorized Officer of the Borrower), using, for purposes of making such calculations, the historical financial statements of the Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Disposition, and any other Permitted Acquisitions or Disposition that have been consummated during the period, had been consummated on the B34 Facility Amendment Date (whether or not first day of such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesperiod.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or effect in the interpretation thereof or United States (b“GAAP”) applied on a basis consistent with those used in the application by preparation of the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa)(i) of Section 5.1.8. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Current Ratio, Interest Coverage Ratio or Total Leverage Ratio (and any financial calculations required to be made or included within such ratios, or required for purposes of preparing any Compliance Certificate to be delivered pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Borrower notifies or any of its Subsidiaries pursuant to the Facility Agent that terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined a pro forma basis in accordance with GAAP relating thereto GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or Permitted Acquisition, as if GAAP were applied the case may be, in each case (i) calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time, and any successor statute, for the period of four Fiscal Quarters ended on or immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations date of determination of any person that are such ratios (without giving effect to any cost-savings or would be characterized adjustments relating to synergies resulting from a Permitted Acquisition except as operating lease obligations in accordance with GAAP the Arrangers shall otherwise agree) and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the B34 Facility Amendment Date (whether or not first day of such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesfour Fiscal Quarter period.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility AgentAgents) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Original Effective Date, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa) of Section 5.1.6. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Interest Coverage Ratio or Leverage Ratio (and any financial calculations required to be made or included within such ratios, or required for purposes of preparing any Compliance Certificate to be delivered pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Borrower notifies or any of its Subsidiaries pursuant to the Facility Agent that terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined a pro forma basis in accordance with GAAP relating thereto GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or Permitted Acquisition, as if GAAP were applied the case may be, in each case (i) calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time, and any successor statute, for the period of four Fiscal Quarters ended on or immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations date of determination of any person that are such ratios (without giving effect to any cost-savings or would be characterized adjustments relating to synergies resulting from a Permitted Acquisition except as operating lease obligations in accordance with GAAP permitted by Regulation S-X of the Securities Act of 1933 or otherwise as the Administrative Agent shall otherwise agree) and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the B34 Facility Amendment Date (whether or not first day of such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesfour Fiscal Quarter period.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and in accordance with GAAP. Unless otherwise expressly provided, all financial statements covenants and defined financial terms shall be computed on a consolidated basis for the Company and its Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Fixed Charge Coverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio (and any financial calculations required to be made or included within such ratios or definition, or required for purposes of preparing any Compliance Certificate to be delivered hereunder pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or thereunder shall exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of (but only if (i) the Net Disposition Proceeds resulting from such Disposition are more than $10,000,000 and (ii) the Consolidated EBITDA attributable to the Disposed assets or businesses exceeds 1% of Consolidated EBITDA for the Reference Period most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to the Administrative Agent; provided, that if the Consolidated EBITDA attributable to the Disposed business is less than $0, then only clause (i) or (ii) needs to be preparedsatisfied) by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP consistently applied (orGAAP, which determination may include one-time adjustments or reductions in costs, if not consistently appliedany, accompanied by details and other cost savings, synergies and expenses directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (A) calculated in accordance with Regulation S-X of the inconsistencies); provided that if Securities Act of 1933, as amended from time to time, and any successor statute, or having been certified by the Borrower elects Chief Financial Officer of the Company as having been prepared in good faith based upon reasonable assumptions, for the Reference Period most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to apply or is required the Administrative Agent and (B) giving effect to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such Reference Period. (c) If the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Article VII or any related definition to eliminate the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result effect of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Company’s compliance with such item covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Company and the Required Lenders. In the event of any such notification from the Company or the Administrative Agent and until such notice is withdrawn or such covenant is so amended, the Company will furnish to each Lender and the Administrative Agent, in addition to the Financial Statements (the “Current GAAP Financials”), (i) the financial statements described in such Section based upon GAAP as in effect at the time such covenant was agreed to (the “Prior GAAP Financials”) and (ii) a reconciliation between the Prior GAAP Financials and the Current GAAP Financials. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for the purposes of Clause 9.4 calculations made pursuant to the terms of this Agreement or any other Loan Document, (Financial Conditiona) continue GAAP will be deemed to be determined treat leases that would have been classified as operating leases in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or generally accepted accounting principles in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations United States of any person that are or would be characterized America as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on December 31, 2012 in a manner consistent with the treatment of such dateleases under generally accepted accounting principles in the United States of America as in effect on December 31, 2012, notwithstanding any modifications or interpretive changes thereto that may occur thereafter and (b) no effect shall continue be given to be accounted any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value”, as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesdefined therein.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any Note shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility AgentAgents) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be preparedprepared in accordance, and in a manner consistent, with those generally accepted accounting principles ("GAAP"), as in effect on December 28, 1996 and as used to prepare the audited consolidated financial statements of Holdings and its Subsidiaries for the Fiscal Year ending on such date and, unless otherwise expressly provided herein, shall be computed or determined on a consolidated basis and without duplication. (b) For purposes of calculating each of the Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the Leverage Ratio, each such ratio shall be calculated giving pro forma effect to any acquisition, disposition, merger, consolidation or discontinued operation (including any related financing transaction) made by the Borrower or any of its Subsidiaries during the period comprised of the Fiscal Quarters that are the subject of such calculation as if such acquisition, disposition, merger, consolidation or discontinued operation (including such related financing transaction) had been made at the beginning of such period. Not in limitation of the immediately preceding sentence but in furtherance thereof, for purposes of such calculation, EBITDA for such period shall be calculated to (i) include the EBITDA (adjusted to exclude the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the acquired entities to the extent such costs are eliminated and not replaced and as determined in good faith by the chief financial or accounting Authorized Officer of Holdings) attributable to any business or assets acquired by the Borrower or any of its Subsidiaries utilizing the actual revenues attributable to such business or assets for such and the expenses that would have been attributable to such business or assets had the Borrower acquired such business or assets at the beginning of such period and (ii) exclude the EBITDA attributable to discontinued operations, as determined in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice operations, businesses and assets disposed of prior to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result end of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAPsuch period from such calculation, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP good faith by the chief financial or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations accounting Authorized Officer of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesHoldings.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), Effective Date there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) the Guarantee in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) the Guarantee continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specifiedExcept as provided in Section 1.3, all where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in the Borrower shall have elected (with the concurrence of its independent public accountant and upon prior written notification to the Lenders) to adopt more recently promulgated GAAP or IFRS or in the interpretation thereof or (which election shall continue to be effective for subsequent years); and (b) the application by Administrative Agent and the Borrower Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the implementation of IFRS in lieu such changes to Article VIII as are appropriate to reflect such adoption of GAAP, in each case, after more recently promulgated GAAP and it being further understood that such consent shall be deemed to have been given upon the date implementation of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.such changes), there is . Upon a change in GAAP which becomes effective after the manner of determining any Closing Date which would have a material effect on the Borrower’s consolidated financial statements and the assets and liabilities reflected therein or otherwise affect the calculation or the application of the items referred covenants contained in Article VIII hereof, such change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to herein or thereunder that are such effectiveness the Administrative Agent, the Lenders and the Borrower shall in good faith negotiate to amend the pertinent provisions of this Agreement to account for such change to the extent appropriate to effect the substance thereof as of the Closing Date. If such an amendment is not entered into with respect to any such change, such change shall not be determined by reference given effect for purposes hereof. The Borrower shall provide to the Administrative Agent and the Lenders, upon request, comfort from its accountants that, without giving effect to such change in GAAP, and upon their review of the effect of such change would (calculations set forth in the reasonable opinion of Compliance Certificate prepared on a Consistent Basis, nothing has come to their attention that would lead them to believe the Borrower or the Facility Agent) be such as to affect the basis or efficacy of was not in compliance with the financial covenants contained in Clause 9.4 this Agreement. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial ConditionAccounting Standard having a similar result or effect) in ascertaining the consolidated financial condition to value any Indebtedness or other liabilities of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to or any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Subsidiary at “fair value”, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesdefined therein.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Effective Date, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Further Restatement Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Further Restatement Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specifiedExcept as provided in Section 1.3, all where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in the Borrower shall have elected (with the concurrence of its independent public accountant and upon prior written notification to the Lenders) to adopt more recently promulgated GAAP or IFRS or in the interpretation thereof or (which election shall continue to be effective for subsequent years); and (b) the application by Administrative Agent and the Borrower Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the implementation of IFRS in lieu such changes to Article VIII as are appropriate to reflect such adoption of GAAP, in each case, after more recently promulgated GAAP and it being further understood that such consent shall be deemed to have been given upon the date implementation of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.such changes), there is . Upon a change in GAAP which becomes effective after the manner of determining any Closing Date which would have a material effect on the Borrower’s consolidated financial statements and the assets and liabilities reflected therein or otherwise affect the calculation or the application of the items referred covenants contained in Article VIII hereof, such change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to herein or thereunder that are such effectiveness the Administrative Agent, the Lenders and the Borrower shall in good faith negotiate to amend the pertinent provisions of this Agreement to account for such change to the extent appropriate to effect the substance thereof as of the Closing Date. If such an amendment is not entered into with respect to any such change, such change shall not be determined by reference given effect for purposes hereof. The Borrower shall provide to the Administrative Agent and the Lenders, upon request, comfort from its accountants that, without giving effect to such change in GAAP, and upon their review of the effect of such change would (calculations set forth in the reasonable opinion of Compliance Certificate prepared on a Consistent Basis, nothing has come to their attention that would lead them to believe the Borrower or the Facility Agent) be such as to affect the basis or efficacy of was not in compliance with the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesAgreement.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied applied. (orb) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, if not consistently appliedand either the Borrower or the Majority Lenders shall so request, accompanied by details the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the inconsistenciesMajority Lenders); provided that if that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower elects shall provide to apply the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or is as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. (c) If the Borrower shall elect as of the end of any financial reporting period to prepare its financial statements in accordance with International Financial Reporting Standards (as published by the International Accounting Standards Board) (“IFRS”) rather than GAAP, then, following delivery to the Administrative Agent the information required to apply IFRS accounting principles be delivered for such financial reporting period, the parties hereto shall use their best efforts to amend (in lieu of GAAP, upon any such election and notice a manner mutually satisfactory to the Facility Administrative Agent, references herein the Borrower and the Majority Lenders) the thresholds or methods of calculation required under the Credit Agreement and the other Loan Documents such that compliance therewith is neither more nor less burdensome (as determined by the Majority Lenders in their sole discretion) to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, Borrower as a result of (a) any change in GAAP or such conversion to IFRS or and, thereafter, all references in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred Loan Documents to in Clause 8.1 (Financial Information, Reports, Notices, etcGAAP shall be deemed references to IFRS.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Effective Date, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any Note shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower Guarantor or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries and the Borrower Guarantor notifies the Facility Administrative Agent that the Borrower Guarantor requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower Guarantor that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document or solvency certificate, shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently with, those generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 5.1.23; provided, Reportshowever, Noticesthat at any time the computations determining compliance with Section 7.2 utilize accounting principles different from those utilized in the financial statements furnished to the Lenders pursuant to Section 7.1.1, etc.)such financial statements shall be accompanied by reconciliation work-sheets. Unless otherwise expressly provided, there is all financial covenants and defined financial terms shall be computed on a consolidated basis for the Guarantor, Borrower and its Subsidiaries, in each case without duplication. If at any time any change in GAAP (including conversion to IFRS as described below) would affect the manner computation of determining any of the items referred to herein financial covenant or thereunder that are to be determined by reference to GAAPratio set forth in any Loan Document, and the effect of such change would (in the reasonable opinion of either the Borrower or the Facility AgentRequired Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such financial covenant or ratio (and provisions in this Agreement that reference such covenant or ratio) be to preserve the original intent thereof in light of such as change in GAAP (subject to affect the basis or efficacy approval of the financial covenants contained Required Lenders); provided that, until so amended, (i) such covenant or ratio shall continue to be computed in Clause 9.4 accordance with GAAP prior to such change therein and (Financial Conditionii) in ascertaining the consolidated financial condition of the Borrower shall provide to the Administrative Agent and its Subsidiaries the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant or ratio made before and after giving effect to such change in GAAP. If the Borrower notifies the Facility Administrative Agent that it is required to report under IFRS or has elected to do so through an early-adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower requests an amendment cannot elect to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purposereport under U.S. generally accepted accounting principles), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or effect in the interpretation thereof or United States (b“GAAP”) applied on a basis consistent with those used in the application by preparation of the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa)(i) of Section 5.1.8. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Total Leverage Ratio (and any financial calculations required to be made or included within such ratio, or required for purposes of preparing any Compliance Certificate to be delivered pursuant to the definition of “Permitted Acquisition”), the calculation of such ratio and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Borrower notifies or any of its Subsidiaries pursuant to the Facility Agent that terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined a pro forma basis in accordance with GAAP relating thereto GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or Permitted Acquisition, as if GAAP were applied the case may be, in each case (i) calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time, and any successor statute, for the period of four Fiscal Quarters ended on or immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations date of determination of any person that are such ratio (without giving effect to any cost-savings or would be characterized adjustments relating to synergies resulting from a Permitted Acquisition except as operating lease obligations in accordance with GAAP the Arrangers shall otherwise agree) and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the B34 Facility Amendment Date (whether or not first day of such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesfour Fiscal Quarter period.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Information, Reports, Notices, etc.), there is f)(1) of the definition of “New Term Loan Conditions”. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the manner method of determining any calculation of financial covenants, standards or terms in this Agreement, then the items referred to herein or thereunder that are to be determined by reference to GAAP, Parent Borrower and the effect Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such this Agreement so as to affect equitably reflect such Accounting Change with the basis or efficacy of desired result that the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining criteria for evaluating the consolidated financial condition of the Parent Borrower and its Subsidiaries consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent Borrower, the Administrative Agent and the Borrower notifies the Facility Agent that the Borrower requests an amendment Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Parent Borrower and its Subsidiaries, in each case without duplication. Notwithstanding any other provision hereof contained herein all computations of amounts and ratios referred to eliminate such in this Agreement shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower at “fair value” as defined therein. Furthermore, notwithstanding any change occurring in GAAP that after the date hereof in GAAP Third Amendment Effective Date would require lease obligations that would be treated as operating leases as of the Third Amendment Effective Date to be classified and accounted for as Capitalized Lease Liabilities or the application thereof otherwise reflected on the operation consolidated balance sheet of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Parent Borrower, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to determining compliance with any covenant contained herein, such obligations shall be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or treated in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized same manner as operating lease obligations in accordance with GAAP on leases are treated as of the B34 Facility Third Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesEffective Date.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.3) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied with, those generally accepted accounting principles (or, if not consistently applied, accompanied by details of the inconsistencies)“GAAP”) as in effect from time to time; provided that (i) if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAPBorrower, upon any such election and by notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests request an amendment to any provision hereof to eliminate such the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that or the Required Lenders Lenders, by notice to the Borrower, shall request an amendment to any provision hereof for such purpose), then regardless of whether any such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to notice is given before or after such change in GAAP or in the interpretation thereof 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. Notwithstanding the foregoingherewith and (ii) notwithstanding any other provision contained herein, all obligations accounting terms used herein or in any other Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Section 7.2.3) shall be made, (A) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any person that are other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) 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, and (C) without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be characterized so treated under GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such dateDecember 31, 2015. Further, it is understood that, (x) shall continue as used in Sections 6.5, 7.1.1(a) and 7.1.1(b), the phrase “consolidated balance sheet of the Borrower and its Consolidated Subsidiaries” is understood to be accounted for refer to consolidation of the assets and liabilities of the Borrower and its subsidiaries, including the Exempted Subsidiaries, and (y) as operating lease obligations for used in the purposes of this Agreement regardless of any change in GAAP following defined terms Consolidated Net Tangible Assets and Stockholders’ Equity, the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (phrases “calculated on a prospective consolidated basis” and “consolidated balance sheet of the Borrower and its Subsidiaries” are understood to exclude from consolidation the assets or, except to the extent such liabilities are recourse to the Borrower or retroactive basis or otherwise) as capital leasesits Subsidiaries (other than in respect of Project Assets), the liabilities of the Exempted Subsidiaries.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards ("IFRS") accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the first set of financial statements referred provided to in Clause 8.1 (Financial Information, Reports, Notices, etc.)the Facility Agent hereunder, there is a change in the manner of determining any of the items referred to herein or thereunder therein that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Majority Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Number One Closing Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Number One Closing Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.. Page 39

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any Note shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower or the Guarantor elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower or the Guarantor of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower Guarantor or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries and the Borrower Guarantor notifies the Facility Administrative Agent that the Borrower Guarantor requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower Guarantor that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes NYDOCS02/943686.5 of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding . (F) Section 6.15 of the foregoing, all obligations of any person that are or would be characterized Credit Agreement is hereby amended and restated in its entirety as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.follows:

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such determinations and computations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of that: (a) if either (i) the Required Lenders or (ii) the Borrowers reasonably determine that the use of GAAP as applied in the preparation of the financial statements for the 2006 Fiscal Year referred to in Section 7.1.1(b) would result in a distortion of the covenants set forth in said Sections, and so notify the others (or other, as the case may be) thereof by no later than 90 days after the receipt by the Lenders of all of the financial information described in Sections 7.1.1(b) and (c) with respect to the 2006 Fiscal Year, or (b) if there occurs after December 31, 2006 any change in GAAP GAAP, or IFRS or any change in the interpretation thereof way that GAAP is applied in the preparation of the financial statements for any Fiscal Year delivered pursuant to Section 7.1.1 from the way that GAAP was applied in the preparation of the financial statements for the 2006 Fiscal Year referred to in Section 7.1.1(b) (a “GAAP Change”) that either (i) the Required Lenders or (bii) the application Borrowers reasonably determine would, if used in making such determinations and computations, result in a distortion of the covenants set forth in said Sections, and so notify the others (or other, as the case may be) thereof by no later than 90 days after the receipt by the Lenders of all of the financial information described in Section 7.1.1, then the Borrowers and the Lenders shall negotiate in good faith with a view to entering into amendments to the provisions of this Agreement, that relate to such determinations and calculations to eliminate such distortions. If the Borrowers and the Lenders shall fail to reach an agreement with respect to such amendments, the Required Lenders shall specify amendments to the provisions of this Agreement that relate to such determinations and computations (collectively, the “Specified Changes”), provided that the Specified Changes shall be made reasonably and in good faith and, in the case of any Specified Changes made in connection with a GAAP Change, shall be made with the intent of putting the parties to this Agreement in the same respective positions in which they would have been had there been no GAAP Change. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Cayman Borrower of IFRS in lieu of GAAPand its Subsidiaries, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etccase without duplication.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specifiedWhere the character or amount of any asset or liability or item of income or expense is required to be determined, all or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently Generally Accepted Accounting Principles applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in GAAP or IFRS or in the interpretation thereof or Borrower shall have elected (with the concurrence of its independent public accountant and upon prior written notification to the Lenders) to adopt more recently promulgated Generally Accepted Accounting Principles (which election shall continue to be effective for subsequent years); and (b) the application by Agent and the Borrower Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the implementation of IFRS in lieu such changes to Section 7.01 as appropriate to reflect such adoption of GAAP, in each case, after more recently promulgated Generally Accepted Accounting Principles and it being further understood that such consent shall be deemed to have been given upon the date implementation of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.such changes), there is . Upon a change in Generally Accepted Accounting Principles which becomes effective after the manner of determining any Closing Date which would have a material effect on the Company's consolidated financial statements and the assets and liabilities reflected therein or otherwise affect the calculation or the application of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining Article VIII hereof and the consolidated financial condition determination of the Borrower Applicable Margin and its Subsidiaries the Unused Fee, such change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to such effectiveness the Agent, the Lenders and the Borrower notifies shall in good faith negotiate to amend the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes pertinent provisions of this Agreement regardless to account for such change to the extent appropriate to effect the substance thereof as of the Closing Date. If such an amendment is not entered into with respect to any such change, such change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to shall not be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesgiven effect for purposes hereof.

Accounting and Financial Determinations. Unless otherwise specifiedWhere the character or --------------------------------------- amount of any asset or liability or item of income or expense is required to be determined, all or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently Generally Accepted Accounting Principles applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in GAAP or IFRS or in the interpretation thereof or Borrower shall have elected (with the concurrence of its independent public accountant and upon prior written notification to the Lenders) to adopt more recently promulgated Generally Accepted Accounting Principles (which election shall continue to be effective for subsequent years); and (b) the application by Agent and the Borrower Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the implementation of IFRS in lieu such changes to Section 8.01 as appropriate to reflect such ------------ adoption of GAAP, in each case, after more recently promulgated Generally Accepted Accounting Principles and it being further understood that such consent shall be deemed to have been given upon the date implementation of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.such changes), there is . Upon a change in Generally Accepted Accounting Principles which becomes effective after the manner of determining any Closing Date which is the subject of the items referred to herein or thereunder that are to be determined by reference to GAAP, actions taken in clauses (a) and (b) above and which would have a material effect on the Borrower's consolidated financial statements and the effect of such change would (in assets and liabilities reflected therein or otherwise affect the reasonable opinion calculation or the application of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining Article IX hereof and the consolidated financial condition determination of the Borrower Applicable ---------- Margin and its Subsidiaries the Applicable Commitment Fee, such accounting change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to such effectiveness the Agent, the Lenders and the Borrower notifies shall in good faith negotiate to amend the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes pertinent provisions of this Agreement regardless to account for such accounting change to the extent appropriate to effect the substance thereof as of the Closing Date. If such an amendment is not entered into with respect to any such accounting change, such accounting change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to shall not be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesgiven effect for purposes hereof.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and in accordance with GAAP. Unless otherwise expressly provided, all financial statements covenants and defined financial terms shall be computed on a consolidated basis for the Company and its Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Interest Coverage Ratio, the Total Net Debt Leverage Ratio or the Total Debt Leverage Ratio (and any financial calculations required to be made or included within such ratios or definition, or required for purposes of preparing any Compliance Certificate to be delivered hereunder pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or thereunder shall exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of (but only if (i) the Net Disposition Proceeds resulting from such Disposition are more than $10,000,000 and (ii) the Consolidated EBITDA attributable to the Disposed assets or businesses exceeds 1% of Consolidated EBITDA for the Reference Period most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to the Administrative Agent; provided, that if the Consolidated EBITDA attributable to the Disposed business is less than $0, then only clause (i) or (ii) needs to be preparedsatisfied) by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP consistently applied (orGAAP, which determination may include one-time adjustments or reductions in costs, if not consistently appliedany, accompanied by details and other cost savings, synergies and expenses directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (A) calculated in accordance with Regulation S-X of the inconsistencies); provided that if Securities Act of 1933, as amended from time to time, and any successor statute, or having been certified by the Borrower elects Chief Financial Officer of the Company as having been prepared in good faith based upon reasonable assumptions, for the Reference Period most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to apply the Administrative Agent (without giving effect to any cost-savings or is required adjustments relating to apply IFRS accounting principles in lieu of GAAP, upon synergies resulting from a Permitted Acquisition except as the Administrative Agent shall otherwise agree) and (B) giving effect to any such election and notice Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such Reference Period. (c) If the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Article VII or any related definition to eliminate the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result effect of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Company’s compliance with such item covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Company and the Required Lenders. In the event of any such notification from the Company or the Administrative Agent and until such notice is withdrawn or such covenant is so amended, the Company will furnish to each Lender and the Administrative Agent, in addition to the Financial Statements (the “Current GAAP Financials”), (i) the financial statements described in such Section based upon GAAP as in effect at the time such covenant was agreed to (the “Prior GAAP Financials”) and (ii) a reconciliation between the Prior GAAP Financials and the Current GAAP Financials. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for the purposes of Clause 9.4 calculations made pursuant to the terms of this Agreement or any other Loan Document, (Financial Conditiona) continue GAAP will be deemed to be determined treat leases that would have been classified as operating leases in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or generally accepted accounting principles in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations United States of any person that are or would be characterized America as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on December 31, 2012 in a manner consistent with the treatment of such dateleases under generally accepted accounting principles in the United States of America as in effect on December 31, 2012, notwithstanding any modifications or interpretive changes thereto that may occur thereafter and (b) no effect shall continue be given to be accounted any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value”, as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesdefined therein.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards ("IFRS") accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of WEIL:\98779116\4\64945.0060 determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on the B34 Facility Amendment Date December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital capitalized leases; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles ("GAAP") applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa) of Section 5.1.8. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Restricted Subsidiaries, in each case without duplication. (b) For purposes of computing the Leverage Ratio, the Interest Coverage Ratio and the Borrower notifies Fixed Charge Coverage Ratio, such ratios (and any financial calculations or components required to be made or included therein) shall be determined, with respect to the Facility Agent that the Borrower requests an amendment relevant period, after giving pro forma effect to each Acquisition and Disposition of a Person, business or asset consummated during such period, together with all transactions relating thereto consummated during such period (including any provision hereof to eliminate incurrence, assumption, refinancing or repayment of Indebtedness), as if such change occurring after the date hereof in GAAP or the application thereof Acquisition, Disposition and related transactions had been consummated on the operation first day of such provision period, in each case (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof i) based on historical results accounted for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations and (ii) prepared in accordance with GAAP on Regulation S-X under the B34 Facility Amendment Date (whether or not such operating lease obligations were Securities Act, as in effect on such date) shall continue the Closing Date (provided, that cost savings expected to be accounted realized following an Acquisition in respect of the elimination of duplicative positions and the closing of duplicative facilities may be reflected in such determination as if such cost savings had been effected as of the beginning of such period, so long as (x) such elimination and/or closings are implemented by the business that was the subject of any such Acquisition within six months of the date of such Acquisition and are supportable and quantifiable by the underlying accounting records of such business, (y) all cost increases expected to be incurred following such Acquisition are also reflected in such determination as if such cost increases had been incurred as of the beginning of such period and (z) in the event the aggregate amount of such cost savings for as operating lease obligations for such period exceeds $2,000,000, a majority of the purposes Board of Directors of the Borrower have in good faith approved the calculation of such cost savings), and, with respect to all calculations made in clauses (i) and (ii), to the extent applicable, based upon reasonable assumptions that are specified in reasonable detail in the relevant Compliance Certificate or other certificate furnished to any Agent or Lender in connection with the terms of this Agreement regardless of Agreement. In furtherance of, and not in limitation of, the preceding sentence, any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations determination to be recharacterized made in accordance with this clause (on a prospective or retroactive basis or otherwiseb) for any period commencing prior to the Closing Date shall give pro forma effect to the Allied Acquisition as capital leasesprovided in the preceding sentence.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 Section 5.1.7. In the event that any Accounting Change (Financial Information, Reports, Notices, etc.), there is as defined below) shall occur and such change results in a change in the manner method of determining any calculation of financial covenants, standards or terms in this Agreement, then the items referred to herein or thereunder that are to be determined by reference to GAAP, Parent Borrower and the effect Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such this Agreement so as to affect equitably reflect such Accounting Change with the basis or efficacy of desired result that the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining criteria for evaluating the consolidated financial condition of the Parent Borrower and its Subsidiaries consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent Borrower, the Administrative Agent and the Borrower notifies the Facility Agent that the Borrower requests an amendment Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Parent Borrower and its Subsidiaries, in each case without duplication. Notwithstanding any other provision hereof contained herein all computations of amounts and ratios referred to eliminate such in this Agreement shall be made without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower at “fair value” as defined therein. Furthermore, notwithstanding any change occurring in GAAP that after the date hereof in GAAP Closing Date would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capitalized Lease Liabilities or the application thereof otherwise reflected on the operation consolidated balance sheet of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Parent Borrower, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to determining compliance with any covenant contained herein, such obligations shall be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or treated in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized same manner as operating lease obligations in accordance with GAAP on leases are treated as of the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesClosing Date.

Accounting and Financial Determinations. (a) Unless otherwise specifiedspecified and subject to CLAUSE (b) of this SECTION 1.4, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles as in lieu of GAAPeffect from time to time in the United States, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS applied on a basis consistent (except as otherwise provided for changes concurred in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after Borrower's independent public accountants) with the date of any most recent audited consolidated financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Restricted Subsidiaries and delivered to the Lenders ("GAAP"); PROVIDED, HOWEVER, that, if the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment wishes to amend any provision hereof covenant in SECTION 7.2.4, the definition of EBITDA, Leverage Ratio, Fixed Charge Coverage Ratio, Capital Expenditure, Net Income, Interest Expense, Applicable Margin, Applicable Commitment Fee or CLAUSE (b) or (d) of SECTION 3.1.1 to eliminate such the effect of any change occurring after the date hereof in GAAP or the application thereof on the operation of such provision covenant, definition or clause (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend any provision hereof such covenant, definition or clause for such purpose), then the Borrower's compliance with such item covenant shall for be determined, and such definitions and clauses shall be applied, on the purposes basis of Clause 9.4 (Financial Condition) continue to be determined GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision covenant, definition or clause is amended in accordance herewith. Notwithstanding a manner satisfactory to the foregoingBorrower and the Required Lenders. (b) For purposes of computing the Fixed Charge Coverage Ratio and Leverage Ratio (and any financial calculations required to be made or included within such ratios) (including for purposes of any Compliance Certificate to be delivered pursuant to CLAUSE (f) of the definition of "Permitted Acquisition") as of the end of any Fiscal Quarter, all obligations components of such ratios, including Capital Expenditures, in the case of any person Disposition, but excluding Capital Expenditures, in the case of any acquisition, for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios attributable to any business or assets that are have been acquired or would be characterized Disposed of by the Borrower or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as operating lease obligations determined in accordance with GAAP good faith by the Borrower on the B34 Facility Amendment Date (whether a PRO FORMA basis for such period of four Fiscal Quarters as if such acquisition or not such operating lease obligations were in effect Disposition had occurred on such date) shall continue to be accounted for as operating lease obligations for the purposes first day of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date such period (including cost savings that would have been realized had such acquisition occurred on such day and which inclusion when not otherwise require such obligations to be recharacterized (on permitted under GAAP has been approved by a prospective or retroactive basis or otherwise) as capital leasesmajority of the board of directors of Holdco).

Accounting and Financial Determinations. (a) Unless otherwise specifiedexpressly provided, all accounting financial covenants and defined financial terms used herein shall be interpretedcomputed on a consolidated basis for the Parent and its Subsidiaries, all accounting determinations in each case without duplication, and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be madeappropriately adjusted to take into account any minority ownership interests in the assets, Subsidiaries or businesses of the Parent and all its Subsidiaries. The Parent shall not change its Fiscal Year without the consent of the Lead Arrangers. (b) As of any date of determination, for purposes of determining the Interest Coverage Ratio, Senior Leverage Ratio, Total Leverage Ratio (and any financial statements calculations required to be made or included within such ratios, or required for purposes of preparing any Compliance Certificate to be delivered hereunder pursuant to clause (b) of the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or thereunder shall be preparedexclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Parent or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Parent on a pro forma basis in accordance with GAAP consistently applied (orGAAP, which determination may, with the prior written consent of the Lead Arrangers, include one-time adjustments or reductions in costs, if not consistently appliedany, accompanied by details directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in accordance with Regulation S-X of the inconsistencies); provided that Securities Act of 1933, as amended, for the period of twelve consecutive calendar months ended on or immediately prior to the date of determination of any such ratios and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such twelve-month period. (c) If the Borrower elects or any Lead Arranger determines that a change in GAAP has altered the treatment of certain financial data to apply or is required to apply IFRS accounting principles in lieu of GAAPits detriment under this Agreement, upon any such election and party may, by written notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result Lead Arrangers not later than sixty days after the end of (a) any the Fiscal Quarter during which such change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAPbecomes effective, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy request renegotiation of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of affected by such change. If the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof have not agreed on revised covenants within thirty days after delivery of such notice, then, for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless Agreement, GAAP will have the meaning set forth in clause (i) of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesdefinition of “GAAP”.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles in lieu of the United States (“GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a”) any change in GAAP or IFRS or consistently applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa) of Section 5.1.5. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Subsidiaries, in each case without duplication, and the Borrower notifies the Facility Agent shall be deemed to include each variable interest entity that the Borrower requests is required to consolidate pursuant to FASB Interpretation No. 46 –Consolidation of Variable Interest Entities: an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation interpretation of such provision ARB No. 51 (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial ConditionJanuary 2003) continue to be determined in accordance with GAAP relating thereto as if GAAP such variable interest entity were applied immediately prior to such a Subsidiary as defined herein. (b) If at any time any change in GAAP or in the interpretation consistent application thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding would affect the foregoing, all obligations computation of any person financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that are until so amended, (i) such ratio or would requirement shall continue to be characterized as operating lease obligations computed in accordance with GAAP on prior to such change therein and (ii) the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) Borrower shall continue provide to be accounted for as operating lease obligations for the purposes of Administrative Agent and the Lenders financial statements and other documents required under this Agreement regardless or as reasonably requested hereunder setting forth a reconciliation between calculations of any such ratio or requirement made before and after giving effect to such change in GAAP following GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective Borrower or retroactive basis or otherwise) any Subsidiary at “fair value”, as capital leasesdefined therein.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards ("IFRS") accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the first set of financial statements referred provided to in Clause 8.1 (Financial Information, Reports, Notices, etc.)the Facility Agent hereunder, there is a change in the manner of determining any of the items referred to herein or thereunder therein that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Majority Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date September 27, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date September 27, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and in accordance with GAAP. Unless otherwise expressly provided, all financial statements covenants and defined financial terms shall be computed on a consolidated basis for the Company and its Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Fixed Charge Coverage Ratio, Leverage Ratio (and any financial calculations required to be made or included within such ratios or definition, or required for purposes of preparing any Compliance Certificate to be delivered hereunder pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or thereunder shall be preparedexclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of (but only if (i) the Net Disposition Proceeds resulting from such Disposition are more than $5,000,000 and (ii) the EBITDA attributable to the Disposed assets or businesses constitutes more than 1% of EBITDA for the four Fiscal Quarter period most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to the Administrative Agents) by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP consistently applied (orGAAP, which determination may include one-time adjustments or reductions in costs, if not consistently appliedany, accompanied by details directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in accordance with Regulation S-X of the inconsistencies); provided that Securities Act of 1933, as amended from time to time, and any successor statute, or having been certified by the Chief Financial Officer of the Company as having been prepared in good faith based upon reasonable assumptions, for the period of four Fiscal Quarters most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to the Administrative Agents (without giving effect to any cost-savings or adjustments relating to synergies resulting from a Permitted Acquisition except as the Administrative Agents shall otherwise agree) and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the Borrower elects to apply or is first day of such four Fiscal Quarter period. For the avoidance of doubt, for purposes of determining the Leverage Ratio (and any financial calculations required to apply IFRS accounting principles in lieu be made or included within such ratio) on a pro forma basis as of GAAPany date of determination, upon any the calculation of such election Leverage Ratio shall be made using the amount of Total Debt outstanding as of such date of determination and notice the amount of EBITDA for the four Fiscal Quarter period most recently ended for which financial statements of the Company have been delivered to the Facility Agent, references herein Administrative Agents. (c) If the Company notifies the Administrative Agents that the Company wishes to GAAP shall thereafter be construed amend any covenant in Article VII or any related definition to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result eliminate the effect of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility an Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Company’s compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the interpretation thereof Company and the Required Lenders. In the event of any such notification from the Company or the Administrative Agents and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Company will furnish to each Lender and the Administrative Agents, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 7.1.1 (the “Current GAAP Financials”), all obligations of any person that are or would be characterized (i) the financial statements described in such Section based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the “Prior GAAP Financials”) shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. Unless otherwise specifiedExcept as provided in Section 1.3, all where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in the Borrower shall have elected (with the concurrence of its independent public accountant and upon prior written notification to the Lenders) to adopt more recently promulgated GAAP or IFRS or in the interpretation thereof or (which election shall continue to be effective for subsequent years); and (b) the application by Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the Borrower implementation of IFRS in lieu such changes to Article VIII as are appropriate to reflect such adoption of GAAP, in each case, after more recently promulgated GAAP and it being further understood that such consent shall be deemed to have been given upon the date implementation of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.such changes), there is . Upon a change in GAAP which becomes effective after the manner of determining any Closing Date which would have a material effect on the Borrower’s consolidated financial statements and the assets and liabilities reflected therein or otherwise affect the calculation or the application of the items referred covenants contained in Article VIII hereof, such change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to herein or thereunder that are such effectiveness the Administrative Agent, the Lenders and the Borrower shall in good faith negotiate to amend the pertinent provisions of this Agreement to account for such change to the extent appropriate to effect the substance thereof as of the Closing Date. If such an amendment is not entered into with respect to any such change, such change shall not be determined by reference given effect for purposes hereof. The Borrower shall provide to the Administrative Agent and the Lenders, upon request, comfort from its accountants that, without giving effect to such change in GAAP, and upon their review of the effect of such change would (calculations set forth in the reasonable opinion of Compliance Certificate prepared on a Consistent Basis, nothing has come to their attention that would lead them to believe the Borrower or the Facility Agent) be such as to affect the basis or efficacy of was not in compliance with the financial covenants contained in Clause 9.4 this Agreement. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial ConditionAccounting Standards 159) in ascertaining the consolidated financial condition (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to or any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Subsidiary at “fair value”, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesdefined therein.

Accounting and Financial Determinations. Unless otherwise specified, all (a) Any accounting terms term used in this Agreement that is not specifically defined herein shall be interpretedhave the meaning given to it under GAAP, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) any Loan Document shall be made, and all financial statements required to be delivered hereunder or thereunder under any Loan Document shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 4.5. Notwithstanding the foregoing, Reports, Notices, etc.), there is a change in the manner for purposes of determining compliance with any covenant (including the computation of the items referred to herein or thereunder that are to be determined by reference to GAAPany financial covenant) contained herein, and the effect Indebtedness of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein or therein shall be construed, and all computations of amounts and ratios referred to herein and therein shall be made, without giving effect to the Financial Accounting Standards Board Accounting Standards Codification 842 SECOND AMENDED AND RESTATED CREDIT AGREEMENT (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to the extent any lease (or any similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Financing Accounting Standards Board Accounting Standards Codification 842 (or such other Accounting Standards Codification having a similar result or effect). (c) If Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then regardless of whether any such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to notice is given before or after such change in GAAP or in the interpretation thereof 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. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and in accordance with GAAP. Unless otherwise expressly provided, all financial statements covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining any applicable financial calculations required to be delivered hereunder made or thereunder included hereunder, such financial calculations shall include or exclude, as the case may be, the effect of any domestic assets or businesses that have been acquired or Disposed of by the Borrower or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Borrower on a pro forma basis in accordance with GAAP. (c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be prepared, computed in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in therein and (ii) the interpretation thereof until such notice Borrower shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding provide to the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on Agent and the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of Lenders financial statements and other documents required under this Agreement regardless or as reasonably requested hereunder setting forth a reconciliation between calculations of any such ratio or requirement made before and after giving effect to such change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesGAAP.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied applied. (ora) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, if not consistently appliedand either the Borrower or the Majority Lenders shall so request, accompanied by details the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the inconsistenciesMajority Lenders); provided that if that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower elects shall provide to apply the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or is 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. (b) If the Borrower shall elect as of the end of any financial reporting period to prepare its financial statements in accordance with International Financial Reporting Standards (as published by the International Accounting Standards Board) (“IFRS”) rather than GAAP, then, following delivery to the Administrative Agent the information required to apply IFRS accounting principles be delivered for such financial reporting period, the parties hereto shall use their best efforts to amend (in lieu of GAAP, upon any such election and notice a manner mutually satisfactory to the Facility Administrative Agent, references herein the Borrower and the Majority Lenders) the thresholds or methods of calculation required under the Credit Agreement and the other Loan Documents such that compliance therewith is neither more nor less burdensome (as determined by the Majority Lenders in their sole discretion) to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, Borrower as a result of (a) any change in GAAP or such conversion to IFRS or and, thereafter, all references in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred Loan Documents to in Clause 8.1 (Financial Information, Reports, Notices, etcGAAP shall be deemed references to IFRS.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those U.S. generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa) of Section 5.1.6. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries and Subsidiaries, in each case without duplication. (b) If the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment wishes to amend any provision hereof covenant in Article VII or any related definition to eliminate such the effect of any change in GAAP occurring after the date hereof in GAAP or the application thereof of this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Borrower’s compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the interpretation thereof Borrower and the Required Lenders. In the event of any such notification from the Borrower or the Administrative Agent and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Borrower will furnish to each Lender and the Administrative Agent, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 7.1.1 (the “Current GAAP Financials”), all obligations of any person that are or would be characterized (i) the financial statements described in such Section based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the “Prior GAAP Financials”) shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and in accordance with GAAP. Unless otherwise expressly provided, all financial statements covenants and defined financial terms shall be computed on a consolidated basis for the Company and its Subsidiaries, in each case without duplication. (b) As of any date of determination, for purposes of determining the Fixed Charge Coverage Ratio, Leverage Ratio (and any financial calculations required to be made or included within such ratios or definition, or required for purposes of preparing any Compliance Certificate to be delivered hereunder pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or thereunder shall be preparedexclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of (but only if (i) the Net Disposition Proceeds resulting from such Disposition are more than $10,000,000 and (ii) the EBITDA attributable to the Disposed assets or businesses constitutes more than 1% of EBITDA for the four Fiscal Quarter period most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to the Administrative Agent) by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP consistently applied (orGAAP, which determination may include one-time adjustments or reductions in costs, if not consistently appliedany, accompanied by details of the inconsistencies); provided that if the Borrower elects directly attributable to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that ifpermitted Disposition or Permitted Acquisition, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAPcase may be, in each casecase (i) calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time, and any successor statute, or having been certified by the Chief Financial Officer of the Company as having been prepared in good faith based upon reasonable assumptions, for the period of four Fiscal Quarters most recently ended for which financial statements of the Company have been or are being, as the case may be, delivered to the Administrative Agent (without giving effect to any cost-savings or adjustments relating to synergies resulting from a Permitted Acquisition except as the Administrative Agent shall otherwise agree) and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such four Fiscal Quarter period. For the avoidance of doubt, for purposes of determining the Leverage Ratio (and any financial calculations required to be made or included within such ratio) on a pro forma basis as of any date of determination, the calculation of such Leverage Ratio shall be made using the amount of Total Debt outstanding as of such date of determination and the amount of EBITDA for the four Fiscal Quarter period most recently ended for which financial statements of the Company have been delivered to the Administrative Agent. (c) If the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Article VII or any related definition to eliminate the effect of any change Table of Contents in GAAP occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Company’s compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the interpretation thereof Company and the Required Lenders. In the event of any such notification from the Company or the Administrative Agent and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Company will furnish to each Lender and the Administrative Agent, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 7.1.1 (the “Current GAAP Financials”), all obligations of any person that are or would be characterized (i) the financial statements described in such Section based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the “Prior GAAP Financials”) shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. Unless otherwise specifiedWhere the character or amount of any asset or liability or item of income or expense is required to be determined, all or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, for the purpose of any Loan Document (including Section 8.2.3), such determination or calculation shall, to the extent applicable and all financial statements required to except as otherwise specified in such Loan Document, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP as used in, and consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 7.4. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Consolidated Subsidiaries, in each case without duplication. COMMITMENTS Commitments. Subject to the terms and conditions of this Agreement (including Article VI), each Lender severally and for itself alone agrees that it will, from time to time on any Business Day occurring during the period commencing on the Effective Date and continuing to (but not including) the Commitment Termination Date, make loans (relative to each Lender, its “Loans”) to the Borrower notifies equal to its Percentage of the Facility Agent aggregate amount of the Borrowing requested from all Lenders on each such Business Day; provided, however, that no Lender shall be permitted (in the case of clause (a) below) or required to make any Loan if, after giving effect thereto, the Aggregate Outstanding Liabilities at any one time from all Lenders would exceed the Total Commitment Amount; or such Lender would exceed its Percentage of the Total Commitment Amount. Subject to the terms hereof, the Borrower requests an amendment may from time to time prior to the Commitment Termination Date borrow, prepay and reborrow amounts pursuant to the Commitments. From time to time on any provision hereof to eliminate such change occurring after Business Day, the date hereof in GAAP or the application thereof Issuer, severally and for itself alone, on the operation terms and subject to the conditions hereinafter set forth, hereby agrees to issue, and each Lender, severally and for itself alone, on the terms and subject to the conditions hereinafter set forth, hereby agrees to participate in, the Letters of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Credit, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to Article IV; provided, that at no time shall any Lender’s Percentage of the Aggregate Outstanding Liabilities exceed such change in GAAP or in Lender’s Percentage of the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesTotal Commitment Amount.

Accounting and Financial Determinations. Unless otherwise specifiedWhere the character or amount of any asset or liability or item of income or expense or equity interest is required to be determined, all or any accounting terms used herein shall computation is required to be interpretedmade, all accounting determinations and computations hereunder for the purpose of this Agreement or thereunder (including under Clause 9.4 (Financial Condition)) the Related Documents, such determination or calculation shall be made, to the extent applicable and all financial statements required to be delivered hereunder except as otherwise specified in this Agreement or thereunder shall be preparedsuch Related Document, in accordance with GAAP consistently applied (orGAAP; PROVIDED, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or generally accepted accounting principles from those applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 SECTION 10.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Financial Information, Reports, Notices, etc.or successors thereto or agencies with similar functions), there the initial announcement of which change is made after the Closing Date, results in a change in the manner method of determining any calculation of financial covenants, standards or terms found in SECTIONS 1 or 11, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Consolidated Entity's financial condition shall be the same after such changes as if such changes had not been made; and PROVIDED, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. When used herein, the term "financial statement" shall include the notes and schedules thereto, if any. All other terms contained in this Agreement (and which are not otherwise specifically defined herein) shall have the meanings provided in Article 9 of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion Uniform Commercial Code of the Borrower State of Illinois (the "UCC") to the extent the same are used or the Facility Agent) be such as to affect the basis or efficacy defined therein. All determinations of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining book value of Inventory contemplated hereby shall be at the consolidated financial condition lower of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized cost (on a prospective first-in, first-out basis) or retroactive basis or otherwise) as capital leasesmarket.

Accounting and Financial Determinations. (a) Unless otherwise specifiedspecified and subject to clause (b) of this Section 1.4, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles as in lieu of GAAPeffect from time to time in the United States, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS applied on a basis consistent (except as otherwise provided for changes concurred in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after Borrower’s independent public accountants) with the date of any most recent audited consolidated financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Restricted Subsidiaries and delivered to the Lenders (“GAAP”); provided, however, that, if the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment wishes to any provision hereof amend the definition of EBITDA, Leverage Ratio, Capital Expenditure, Net Income or Interest Expense to eliminate such the effect of any change occurring after the date hereof in GAAP or the application thereof on the operation of such provision definition or clause (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend any provision hereof such definition or clause for such purpose), then such item definitions and clauses shall be applied, on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such definition or clause is amended in a manner satisfactory to the Borrower and the Required Lenders. (b) For purposes of computing the Leverage Ratio (and any financial calculations required to be made or included within such ratio) as of any day, all components of such ratio, for the purposes period of Clause 9.4 four Fiscal Quarters ending on the last day of the most recently ended Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios attributable to any business or assets that have been acquired or Disposed of by the Borrower or any of its Subsidiaries (Financial Conditionincluding through mergers or consolidations) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately after the first day of such period of four Fiscal Quarters and on or prior to such change day, as determined in GAAP good faith by the Borrower on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or Disposition (and, in the interpretation case of a Disposition, the application of the proceeds thereof until as contemplated by the Borrower and notified to the Administrative Agent with five Business Days after the consummation of such notice shall acquisition or Disposition) had occurred on the first day of such period (including cost savings that would have been withdrawn or realized had such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect acquisition occurred on such date) shall continue to be accounted for as operating lease obligations for day and which inclusion when not otherwise permitted under GAAP has been approved by a majority of the purposes board of this Agreement regardless directors of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesHoldco).

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and in accordance with, generally accepted accounting principles ("GAAP"). Unless otherwise expressly provided, all financial statements required to be delivered hereunder or thereunder covenants and defined financial terms shall be preparedcomputed on a consolidated basis for the Borrower and its Subsidiaries, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of each case without duplication. (a) If the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VII or any related definition to eliminate the effect of any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Borrower's compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the interpretation thereof Borrower and the Required Lenders. In the event of any such notification from the Borrower or the Administrative Agent and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Borrower will furnish to each Lender and the Administrative Agent, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 7.1.1 (the "Current GAAP Financials"), all obligations of any person that are or would be characterized (i) the financial statements described in such Section based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the "Prior GAAP Financials") shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)SECTION 8.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that ifUnited States or Canada, as a result of applicable (a"GAAP") any change in GAAP or IFRS or applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 SECTION 7.5. Notwithstanding the immediately preceding sentence, if any changes in GAAP from those used in the preparation of the financial statements referred to in SECTION 7.5 ("GAAP CHANGES") hereafter occasioned by the promulgation of rules, regulations, pronouncements or opinions by or required by the Financial Information, Reports, Notices, etc.), there is Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) result in a change in the manner method of determining calculation of, or in different components in, any of the items referred financial covenants, definitional provisions, standards or other terms or conditions found in this Agreement, (i) the parties hereto agree to herein enter into good faith negotiations with respect to amendments to this Agreement to conform those covenants, definitional provisions, standards or thereunder that are other terms and conditions as criteria for evaluating the Revolving Borrower's and its Subsidiaries, financial condition and performance to be determined by reference substantially the same criteria as were effective prior to GAAPsuch GAAP Change, and (ii) the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Revolving Borrower and its Subsidiaries shall be deemed to be in compliance with the affected covenant or other provision during the 90-day period following any such GAAP Change if and to the extent that the Revolving Borrower and its Subsidiaries would have been in compliance therewith under GAAP as in effect immediately prior to such GAAP Change; PROVIDED, HOWEVER, that this SECTION 1.4 shall not be deemed to require either Borrower, the Co-Agents or the Lenders to agree to modify any provision of this Agreement or any other Loan Document to reflect any such GAAP Change and, if the parties, in their sole discretion, fail to reach agreement on such modifications prior to the end of the 90-day period referred to in CLAUSE (ii), the terms of this Agreement shall remain unchanged and the compliance of the Revolving Borrower notifies and its Subsidiaries with the Facility Agent that covenants and other provisions contained herein shall, upon the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation expiration of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)90-day period, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined calculated in accordance with GAAP relating thereto as if GAAP were applied immediately prior without giving effect to such change GAAP Change. (b) If any GAAP Change occurs with respect to which the parties fail to reach agreement after negotiation as provided in CLAUSE (a) of this SECTION 1.4, then all financial covenants, definitional provisions, standards or other terms or conditions for evaluating the Revolving Borrower's and its Subsidiaries' financial condition and performance shall be calculated without giving effect to such GAAP or in Change. At the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations time of any person such change, the Revolving Borrower shall furnish to the Administrative Agent, with sufficient copies for each Lender, a statement of the Revolving Borrower's independent public accountants that are such accountants concur with such change and a Reconciliation Statement, and following such change, the Revolving Borrower shall furnish the Administrative Agent, with sufficient copies for each Lender, Reconciliation Statements (i) with each financial statement furnished thereafter under this Agreement, and (ii) with each certificate or would be characterized as operating lease obligations in accordance with GAAP on other data or information furnished by the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of Revolving Borrower under this Agreement regardless of any change in GAAP following to show the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective Revolving Borrower's and its Subsidiaries' compliance with all applicable financial covenants, definitional provisions, standards or retroactive basis other terms or otherwise) as capital leasesconditions for evaluating the Revolving Borrower's and its Subsidiaries' financial condition and performance hereunder.

Accounting and Financial Determinations. Unless otherwise specified, all (a) Any accounting terms term used in this Agreement that is not specifically defined herein shall be interpretedhave the meaning given to it under GAAP, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) any Loan Document shall be made, and all financial statements required to be delivered hereunder or thereunder under any Loan Document shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 4.5. Notwithstanding the foregoing, Reports, Notices, etc.), there is a change in the manner for purposes of determining Columbia – Second Amended and Restated Credit Agreement compliance with any covenant (including the computation of the items referred to herein or thereunder that are to be determined by reference to GAAPany financial covenant) contained herein, and the effect Indebtedness of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein or therein shall be construed, and all computations of amounts and ratios referred to herein and therein shall be made, without giving effect to the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to the extent any lease (or any similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Financing Accounting Standards Board Accounting Standards Codification 842 (or such other Accounting Standards Codification having a similar result or effect). (c) If Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then regardless of whether any such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to notice is given before or after such change in GAAP or in the interpretation thereof 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. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all (a) Any accounting terms term used in this Agreement that is not specifically defined herein shall be interpretedhave the meaning given to it under GAAP, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) any Loan Document shall be made, and all financial statements required to be delivered hereunder or thereunder under any Loan Document shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 4.5. Notwithstanding the foregoing, Reports, Notices, etc.), there is a change in the manner for purposes of determining compliance with any covenant (including the computation of the items referred to herein or thereunder that are to be determined by reference to GAAPany financial covenant) contained herein, and the effect Indebtedness of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein or therein shall be construed, and all computations of amounts and ratios referred to herein and therein shall be made, without giving effect to the Financial Accounting Standards Board Accounting Standards SECOND AMENDED AND RESTATED CREDIT AGREEMENT30 Codification 842 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to the extent any lease (or any similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Financing Accounting Standards Board Accounting Standards Codification 842 (or such other Accounting Standards Codification having a similar result or effect). (c) If Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then regardless of whether any such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to notice is given before or after such change in GAAP or in the interpretation thereof 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. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)SECTION 8.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently with, those generally accepted accounting principles ("GAAP") applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 SECTION 7.5. Notwithstanding the immediately preceding sentence, if any changes in GAAP from those used in the preparation of the financial statements referred to in SECTION 7.5 ("GAAP CHANGES") hereafter occasioned by the promulgation of rules, regulations, pronouncements or opinions by or required by the Financial Information, Reports, Notices, etc.), there is Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) result in a change in the manner method of determining calculation of, or in different components in, any of the items financial covenants, definitional provisions, standards or other terms or conditions found in this Agreement, (i) the parties hereto agree to enter into good faith negotiations with respect to amendments to this Agreement to conform those covenants, definitional provisions, standards or other terms and conditions as criteria for evaluating the Borrower's financial condition and performance to substantially the same criteria as were effective prior to such GAAP Change, and (ii) the Borrower shall be deemed to be in compliance with the affected covenant or other provision during the 90-day period following any such GAAP Change if and to the extent that the Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such GAAP Change; PROVIDED, HOWEVER, that this SECTION 1.4 shall not be deemed to require the Borrower, the Co-Agents or the Lenders to agree to modify any provision of this Agreement or any other Loan Document to reflect any such GAAP Change and, if the parties, in their sole discretion, fail to reach agreement on such modifications prior to the end of the 90-day period referred to herein or thereunder that are to be determined by reference to GAAPin CLAUSE (ii), the terms of this Agreement shall remain unchanged and the effect of such change would (in the reasonable opinion compliance of the Borrower or with the Facility Agent) be such as to affect covenants and other provisions contained herein shall, upon the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation expiration of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)90-day period, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined calculated in accordance with GAAP relating thereto as if GAAP were applied immediately prior without giving effect to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesChange.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (““GAAP””) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (““IFRS””) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on the B34 Facility Amendment Date December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital capitalized leases.; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities. ARTICLE IIARTICLE II COMMITMENTS, BORROWING PROCEDURES AND NOTES Section 2.1. SECTION

Accounting and Financial Determinations. Unless otherwise specified, all (a) Any accounting terms term used in this Agreement that is not specifically defined herein shall be interpretedhave the meaning given to it under GAAP, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) any Loan Document shall be made, and all financial statements required to be delivered hereunder or thereunder under any Loan Document shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 4.5. Notwithstanding the foregoing, Reports, Notices, etc.), there is a change in the manner for purposes of determining compliance with any covenant (including the computation of the items referred to herein or thereunder that are to be determined by reference to GAAPany financial covenant) contained herein, and the effect Indebtedness of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein or therein shall be construed, and all computations of amounts and ratios referred to herein and therein shall be made, without giving effect to the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to the extent any lease (or any similar arrangement conveying the right to use) would be required to be treated as a Finance Lease or capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Financing Accounting Standards Board Accounting Standards Codification 842 (or such other Accounting Standards Codification having a similar result or effect). (c) If Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then regardless of whether any such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to notice is given before or after such change in GAAP or in the interpretation thereof 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. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 8.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orGAAP, if not consistently applied, accompanied by details of the inconsistencies)as in effect from time to time; provided that if notwithstanding the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAPforegoing, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof effects of FASB ASC 825 and FASB ASC 470-20 and FASB ASC 606 on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item financial liabilities shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewithdisregarded. Notwithstanding the foregoingany other provision contained here, all obligations of any person the Borrower and its Subsidiaries that are or would be characterized as an operating lease obligations as determined in accordance with GAAP as in effect on the B34 Facility Amendment Date December 14, 2018 (whether or not such operating lease obligations were was in effect on such date) shall continue to be accounted for as an operating lease obligations (and not as a capital lease) for the purposes of this Agreement the Loan Documents regardless of any change in GAAP following December 14, 2018 (or any change in the B34 Facility Amendment Date implementation in GAAP for future periods that are contemplated as of December 14, 2018) that would otherwise require such obligations obligation to be recharacterized (on re‑characterized as a prospective capital lease. In the event that any Accounting Change shall occur that results in a change in the method of calculation of financial covenants, standards or retroactive basis terms in this Agreement, the Borrower and the Administrative Agent shall enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition and performance of the Parent and its Subsidiaries shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent, the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or otherwise) construed as capital leasesif such Accounting Changes had not occurred.

Accounting and Financial Determinations. (a) Unless otherwise specifiedspecified and subject to clause (b) of this Section 1.4, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles as in lieu of GAAPeffect from time to time in the United States, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS applied on a basis consistent (except as otherwise provided for changes concurred in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after Borrower's independent public accountants) with the date of any most recent audited consolidated financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Restricted Subsidiaries and delivered to the Lenders ("GAAP"); provided, however, that, if the Borrower notifies the Facility ---- -------- ------- Administrative Agent that the Borrower requests an amendment wishes to amend any provision hereof covenant in Section 7.2.4, the definition of EBITDA, Leverage Ratio, Fixed Charge ------------- Coverage Ratio, Capital Expenditure, Net Income, Interest Expense, Applicable Margin, Applicable Commitment Fee or clause (b) or (d) of ---------- --- Section 3.1.1 to eliminate such the effect of any change occurring after the date hereof in GAAP or the application thereof on the ------------- operation of such provision covenant, definition or clause (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend any provision hereof such covenant, definition or clause for such purpose), then the Borrower's compliance with such item covenant shall for be determined, and such definitions and clauses shall be applied, on the purposes basis of Clause 9.4 (Financial Condition) continue to be determined GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision covenant, definition or clause is amended in accordance herewith. Notwithstanding a manner satisfactory to the foregoingBorrower and the Required Lenders. (b) For purposes of computing the Fixed Charge Coverage Ratio and Leverage Ratio (and any financial calculations required to be made or included within such ratios) (including for purposes of any Compliance Certificate to be delivered pursuant to clause (f) of the definition of "Permitted Acquisition") as of ------ --- the end of any Fiscal Quarter, all obligations components of such ratios, including Capital Expenditures, in the case of any person Disposition, but excluding Capital Expenditures, in the case of any acquisition, for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios attributable to any business or assets that are have been acquired or would be characterized Disposed of by the Borrower or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as operating lease obligations determined in accordance with GAAP good faith by the Borrower on the B34 Facility Amendment Date (whether a pro forma basis for such period of four Fiscal Quarters as if --- ----- such acquisition or not such operating lease obligations were in effect Disposition had occurred on such date) shall continue to be accounted for as operating lease obligations for the purposes first day of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date such period (including cost savings that would have been realized had such acquisition occurred on such day and which inclusion when not otherwise require such obligations to be recharacterized (on permitted under GAAP has been approved by a prospective or retroactive basis or otherwise) as capital leasesmajority of the board of directors of Holdco).

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (orexcept for changes concurred in by the U.S. Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the U.S. Borrower and its Subsidiaries delivered to the Lenders (“GAAP”); provided, however, that, if not consistently appliedthe U.S. Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 7.2.4, accompanied by details the definition of Adjusted EBITDA, EBITDA, Leverage Ratio, Interest Coverage Ratio, Capital Expenditure, Excess Cash Flow, Net Income, Interest Expense, Applicable Margin, Commitment Fee, or clause (g) or (h) of Section 3.1.1 to eliminate the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision covenant, definition or clause (or if the Facility Administrative Agent notifies the U.S. Borrower that the Required Lenders request an amendment wish to amend any provision hereof such covenant, definition or clause for such purpose), then the Borrowers’ compliance with such item covenant shall for be determined, and such definitions and clauses shall be applied, on the purposes basis of Clause 9.4 (Financial Condition) continue to be determined GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision covenant, definition or clause is amended in accordance herewitha manner satisfactory to the Borrowers and the Required Lenders. Notwithstanding the foregoingUnless otherwise expressly provided, all obligations of any person that are or would financial covenants and defined financial terms shall be characterized as operating lease obligations in accordance with GAAP computed on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations a consolidated basis for the purposes U.S. Borrower and its Subsidiaries, in each case without duplication. $$/BREAK/$$END ARTICLE II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT SECTION 2.1. Commitments On the terms and subject to the conditions of this Agreement regardless Agreement, the Lenders, the Issuer and the Loan Note Guarantor severally agree to the continuation of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations Existing Loans, Existing Letters of Credit and Existing Loan Note Guaranties and to be recharacterized (on a prospective or retroactive basis or otherwise) make Credit Extensions as capital leasesset forth below.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), Effective Date there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) the Guarantee in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) the Guarantee continue to be (NY) 18002/039/AMENDMENTS/hull.675.credit.agt.doc determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any Note shall be interpreted, all accounting determinations and computations hereunder or NYDOCS01/1357662.2 13 thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the NYDOCS02/934719.8 15 effect of such change would (in the reasonable opinion of the Borrower or the Facility AgentAgents) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specifiedspecified and subject to clause (b) of this Section 1.4, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with, those generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with GAAP consistently applied the most recent audited consolidated financial statements of the Company and the Restricted Subsidiaries delivered to the Lenders (or"GAAP"); provided, however, that, if not consistently appliedthe Company notifies the Administrative Agent that the Company wishes to amend any covenant in Section 7.2.4, accompanied by details the definition of EBITDA, Leverage Ratio, Fixed Charge Coverage Ratio, Interest Coverage Ratio, Capital Expenditure, Net Income, Interest Expense, Applicable Margin, Applicable Commitment Fee or clause (b) or (d) of Section 3.1.1 to eliminate the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision covenant, definition or clause (or if the Facility Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment wish to amend any provision hereof such covenant, definition or clause for such purpose), then the Company's compliance with such item covenant shall for be determined, and such definitions and clauses shall be applied, on the purposes basis of Clause 9.4 (Financial Condition) continue to be determined GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision covenant, definition or clause is amended in accordance herewith. Notwithstanding a manner satisfactory to the foregoingCompany and the Required Lenders. (b) For purposes of computing the Fixed Charge Coverage Ratio, Interest Coverage Ratio and Leverage Ratio (and any financial calculations required to be made or included within such ratios) as of the end of any Fiscal Quarter, all obligations components of such ratios, including Capital Expenditures, in the case of any person Disposition, but excluding Capital Expenditures, in the case of any acquisition, for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios attributable to any business or assets that are have been acquired or would be characterized Disposed of by the Company or any Subsidiary (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as operating lease obligations determined in accordance with GAAP good faith by the Company on the B34 Facility Amendment Date (whether a pro forma basis for such period of four Fiscal Quarters as if such acquisition or not such operating lease obligations were in effect Disposition had occurred on such date) shall continue to be accounted for as operating lease obligations for the purposes first day of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date such period (including cost savings that would have been realized had such acquisition occurred on such day and which inclusion when not otherwise require such obligations to be recharacterized (on permitted under GAAP has been approved by a prospective or retroactive basis or otherwise) as capital leasesmajority of the board of directors of Holdco).

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Restatement Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Restatement Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 8.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orunless otherwise indicated. Unless otherwise expressly provided, if not consistently applied, accompanied by details of the inconsistencies); provided that if all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower elects and its Subsidiaries, in each case without duplication. (b) If the Borrower notifies the Administrative Agent that the Borrower wishes to apply amend any covenant in Article VIII or is required any related definition to apply IFRS accounting principles in lieu eliminate the effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend Article VIII or any provision hereof related definition for such purpose), then the Borrower’s compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the interpretation thereof Borrower and the Required Lenders. In the event of any such notification from the Borrower or the Administrative Agent and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Borrower will furnish to each Lender and the Administrative Agent, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 8.1.1 (the “Current GAAP Financials”), all obligations of any person that are or would be characterized (i) the financial statements described in Section 8.1.1 based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the “Prior GAAP Financials”) shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such determinations and computations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (orGAAP, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of : (a) if either (i) the Required Lenders or (ii) the Borrowers reasonably determine that the use of GAAP as applied in the preparation of the financial statements for the 2006 Fiscal Year referred to in Section 7.1.1(b) would result in a distortion of the covenants set forth in said Sections, and so notify the others (or other, as the case may be) thereof by no later than 90 days after the receipt by the Lenders of all of the financial information described in Sections 7.1.1(b) and 7.1.1(c) with respect to the 2006 Fiscal Year, or (b) if there occurs after December 31, 2006 any change in GAAP GAAP, or IFRS or any change in the interpretation thereof way that GAAP is applied in the preparation of the financial statements for any Fiscal Year delivered pursuant to Section 7.1.1 from the way that GAAP was applied in the preparation of the financial statements for the 2006 Fiscal Year referred to in Section 7.1.1(b) (a “GAAP Change”) that either (i) the Required Lenders or (bii) the application Borrowers reasonably determine would, if used in making such determinations and computations, result in a distortion of the covenants set forth in said Sections, and so notify the others (or other, as the case may be) thereof by no later than 90 days after the receipt by the Lenders of all of the financial information described in Section 7.1.1, then the Borrowers and the Lenders shall negotiate in good faith with a view to entering into amendments to the provisions of this Agreement, that relate to such determinations and calculations to eliminate such distortions. If the Borrowers and the Lenders shall fail to reach an agreement with respect to such amendments, the Required Lenders shall specify amendments to the provisions of this Agreement that relate to such determinations and computations (collectively, the “Specified Changes”), provided that the Specified Changes shall be made reasonably and in good faith and, in the case of any Specified Changes made in connection with a GAAP Change, shall be made with the intent of putting the parties to this Agreement in the same respective positions in which they would have been had there been no GAAP Change. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Cayman Borrower of IFRS in lieu of GAAPand its Subsidiaries, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etccase without duplication.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles in lieu of the United States (“GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a”) any change in GAAP or IFRS or consistently applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Information, Reports, Notices, etc.), there is a change in the manner a) of determining any Section 5.1.5 of the items referred to herein or thereunder that are to be determined by reference to GAAPOriginal Credit Agreement. Unless otherwise expressly provided, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Subsidiaries, in each case without duplication, and the Borrower notifies the Facility Agent shall be deemed to include each variable interest entity that the Borrower requests is required to consolidate pursuant to FASB Interpretation No. 46 –Consolidation of Variable Interest Entities: an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation interpretation of such provision ARB No. 51 (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial ConditionJanuary 2003) continue to be determined in accordance with GAAP relating thereto as if GAAP such variable interest entity were applied immediately prior to such a Subsidiary as defined herein. (b) If at any time any change in GAAP or in the interpretation consistent application thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding would affect the foregoing, all obligations computation of any person financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that are until so amended, (i) such ratio or would requirement shall continue to be characterized as operating lease obligations computed in accordance with GAAP on prior to such change therein and (ii) the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) Borrower shall continue provide to be accounted for as operating lease obligations for the purposes of Administrative Agent and the Lenders financial statements and other documents required under this Agreement regardless or as reasonably requested hereunder setting forth a reconciliation between calculations of any such ratio or requirement made before and after giving effect to such change in GAAP following GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective Borrower or retroactive basis or otherwise) any Subsidiary at “fair value”, as capital leasesdefined therein.

Accounting and Financial Determinations. Unless otherwise specified, : (a) all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS generally accepted accounting principles in lieu of the United States (“GAAP”) as in effect from time to time; provided, upon however, that notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and, unless otherwise stated herein, all financial covenants herein shall be calculated, without giving effect to any such election under Accounting Standards codification 8210-10 “Fair Value Measurements and notice Disclosure” (or any similar accounting principle) permitting a Person to value its financial liabilities at the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement)fair value thereof; provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or and (b) in the application by the Borrower of IFRS event that any “Accounting Change” (as defined below) shall occur that results in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner method of determining any calculation of the items referred to herein financial covenants, standards or thereunder that are to be determined by reference to GAAPterms in this Agreement, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies Administrative Agent shall enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the Facility Agent desired result that the Borrower requests criteria for evaluating the Borrower’s financial condition and performance shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding executed and delivered by the foregoingBorrower, the Administrative Agent and the Required Lenders, all obligations of any person that are or would be characterized as operating lease obligations financial covenants, standards and terms in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) this Agreement shall continue to be accounted for calculated or construed as operating lease obligations for if such Accounting Changes had not occurred. “Accounting Change” refers to changes in accounting principles required by the purposes of this Agreement regardless promulgation of any change in GAAP following rule, regulation, pronouncement or opinion by the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesFinancial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those U.S. generally accepted accounting principles (“GAAP”) applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided financial statements most recently delivered under Section 7.1.1(b) of the Existing Credit Agreement. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Parent and its Subsidiaries, in each case without duplication. (b) If the Parent notifies the Administrative Agent that if the Borrower elects Parent wishes to apply amend any covenant in Article VII or is required any related definition to apply IFRS accounting principles in lieu eliminate the effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower Parent that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition for such purpose), then the Parent’s compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the interpretation thereof Parent and the Required Lenders. In the event of any such notification from the Parent or the Administrative Agent and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Parent will furnish to each Lender and the Administrative Agent, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 7.1.1 (the “Current GAAP Financials”), all obligations of any person that are or would be characterized (i) the financial statements described in such Section based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the “Prior GAAP Financials”) shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP those generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa) of Section 5.1.5. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Subsidiaries, in each case without duplication, and the Borrower notifies the Facility Agent shall be deemed to include each variable interest entity that the Borrower requests is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation interpretation of such provision ARB No. 51 (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial ConditionJanuary 2003) continue to be determined in accordance with GAAP relating thereto as if GAAP such variable interest entity were applied immediately prior to such a Subsidiary as defined herein. (b) If at any time any change in GAAP or in the interpretation consistent application thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding would affect the foregoing, all obligations computation of any person financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that are until so amended, (i) such ratio or would requirement shall continue to be characterized as operating lease obligations computed in accordance with GAAP on prior to such change therein and (ii) the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) Borrower shall continue provide to be accounted for as operating lease obligations for the purposes of Administrative Agent and the Lenders financial statements and other documents required under this Agreement regardless or as reasonably requested hereunder setting forth a reconciliation between calculations of any such ratio or requirement made before and after giving effect to such change in GAAP following GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective Borrower or retroactive basis or otherwise) any Subsidiary at “fair value”, as capital leasesdefined therein.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles ("GAAP") applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 clause (Financial Informationa) of Section 5.1.5. Unless otherwise expressly provided, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the all financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the and defined financial terms shall be computed on a consolidated financial condition of basis for the Borrower and its Subsidiaries Restricted Subsidiaries, in each case without duplication. (b) For purposes of computing the Leverage Ratio, Senior Leverage Ratio and the Borrower notifies Fixed Charge Coverage Ratio, such ratios (and any financial calculations or components required to be made or included therein) shall be determined, with respect to the Facility Agent that the Borrower requests an amendment relevant period, after giving pro forma effect to each Acquisition and Disposition of a Person, business or asset consummated during such period, together with all transactions relating thereto consummated during such period (including any provision hereof to eliminate incurrence, assumption, refinancing or repayment of Indebtedness), as if such change occurring after the date hereof in GAAP or the application thereof Acquisition, Disposition and related transactions had been consummated on the operation first day of such provision period, in each case (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof i) based on historical results accounted for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations and (ii) prepared in accordance with GAAP on Regulation S-X under the B34 Facility Amendment Date (whether or not such operating lease obligations were Securities Act, as in effect on such date) shall continue the Closing Date (provided, that cost savings expected to be accounted for realized following an Acquisition in respect of the elimination of duplicative positions and the closing of duplicative facilities may be reflected in such determination as operating lease obligations for if such cost savings had been effected as of the purposes beginning of such period, so long as (x) such elimination and/or closings are implemented by the business that was the subject of any such Acquisition within six months of the date of such Acquisition and are supportable and quantifiable by the underlying accounting records of such business and (y) all cost increases expected to be incurred following such Acquisition are also reflected in such determination as if such cost increases had been incurred as of the beginning of such period), and, with respect to all calculations made in clauses (i) and (ii), to the extent applicable, based upon reasonable assumptions that are specified in reasonable detail in the relevant Compliance Certificate or other certificate furnished to any Agent or Lender in connection with the terms of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesAgreement.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards ("IFRS") accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders 5120 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on the B34 Facility Amendment Date December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital capitalized leases; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), Effective Date there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) the Guarantee in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative (NY) 18002/039/SOLSTICE2/solstice.2.loan.agt.doc Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) the Guarantee continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless (a) To the extent applicable and except as otherwise specifiedspecified in this Agreement, all where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required to be delivered hereunder for the purpose of this Agreement, such determination or thereunder calculation shall be prepared, made on a consolidated basis so as to include Borrower and each Subsidiary of the Borrower in each such calculation and shall be made in accordance with GAAP consistently applied (orGAAP; provided, if not consistently appliedhowever, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or from those applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 Section 5.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the Securities and Exchange Commission (Financial Information, Reports, Notices, etc.or its boards or committees or successors thereto or agencies with similar functions), there the initial announcement of which change is made after the date hereof, results in a change in the manner method of determining any calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. (b) All regulatory determinations and calculations made in connection with the determination of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition status of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Bank Subsidiary as well-capitalized under Section 5.11 hereof, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined made in accordance with GAAP relating thereto the laws, rules, regulations and interpretations thereof by the Governmental Authority charged with interpretations thereof, as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on the date of such datedetermination or calculation, as the case may be. (c) When used herein, the term “financial statement” shall continue include balance sheets, statements of earnings, statements of stockholders’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Borrower shall be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (a statement prepared on a prospective or retroactive basis or otherwise) as capital leasesconsolidated basis, unless otherwise specified.

Accounting and Financial Determinations. (a) Unless otherwise specifiedspecified and subject to clause (b) of this Section 1.4, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with, those generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with GAAP consistently applied the most recent audited consolidated financial statements of Holdings and its Subsidiaries delivered to the Lenders (or, if not consistently applied, accompanied by details of the inconsistencies"GAAP"); provided that provided, however, that, if the Borrower elects notifies the Administrative Agent that the Borrower wishes to apply amend any covenant in Section 7.2.4, the definition of EBITDA, Leverage Ratio, Capital Expenditure, Net Income, Interest Expense, Applicable Margin, or is required clause (b) or (d) of Section 3.1.1 to apply IFRS accounting principles in lieu eliminate the effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision covenant, definition or clause (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend any provision hereof such covenant, definition or clause for such purpose), then Holdings' and the Borrower's compliance with such item covenant shall be determined, and such definitions and clauses shall be applied, on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant, definition or clause is amended in a manner satisfactory to the Borrower and the Required Lenders. (b) For purposes of computing the Interest Coverage Ratio and Leverage Ratio (and any financial calculations required to be made or included within such ratios) as of any date, all components of such ratios, including Capital Expenditures, in the case of any disposition, but excluding Capital Expenditures, in the case of any acquisition, for the purposes period of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately four Fiscal Quarters ending at the end of the Fiscal Quarter most recently ended on or prior to such change in GAAP date shall include or in exclude, as the interpretation thereof until case may be, without duplication, such notice shall components of such ratios attributable to any business or assets that have been withdrawn acquired or disposed of by Holdings, the Borrower or the Restricted Subsidiaries (including through mergers or consolidations) after the first day of such provision amended period of four Fiscal Quarters and prior to such date, as determined in accordance herewith. Notwithstanding good faith by the foregoing, all obligations Borrower on a pro forma basis for such period of any person that are four Fiscal Quarters as if such acquisition or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect disposition had occurred on such date) shall continue to be accounted for as operating lease obligations for the purposes first day of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date such period (including cost savings that would have been realized had such acquisition occurred on such day and which inclusion when not otherwise require such obligations to be recharacterized (on permitted under GAAP has been approved by a prospective or retroactive basis or otherwise) as capital leasesmajority of the board of directors of Holdings).

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Effective Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Effective Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)SECTION 8.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orwith, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS those generally accepted accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that ifUnited States or Canada, as a result of applicable (a"GAAP") any change in GAAP or IFRS or applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 SECTION 7.5. Notwithstanding the immediately preceding sentence, if any changes in GAAP from those used in the preparation of the financial statements referred to in SECTION 7.5 ("GAAP CHANGES") hereafter occasioned by the promulgation of rules, regulations, pronouncements or opinions by or required by the Financial Information, Reports, Notices, etc.), there is Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) result in a change in the manner method of determining calculation of, or in different components in, any of the items referred financial covenants, definitional provisions, standards or other terms or conditions found in this Agreement, (i) the parties hereto agree to herein enter into good faith negotiations with respect to amendments to this Agreement to conform those covenants, definitional provisions, standards or thereunder that are other terms and conditions as criteria for evaluating the Revolving Borrower's and its Subsidiaries, financial condition and performance to be determined by reference substantially the same criteria as were effective prior to GAAPsuch GAAP Change, and (ii) the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Revolving Borrower and its Subsidiaries shall be deemed to be in compliance with the affected covenant or other provision during the 90-day period following any such GAAP Change if and to the extent that the Revolving Borrower and its Subsidiaries would have been in compliance therewith under GAAP as in effect immediately prior to such GAAP Change; PROVIDED, HOWEVER, that this SECTION 1.4 shall not be deemed to require either Borrower, the Co-Agents or the Lenders to agree to modify any provision of this Agreement or any other Loan Document to reflect any such GAAP Change and, if the parties, in their sole discretion, fail to reach agreement on such modifications prior to the end of the 90-day period referred to in CLAUSE (II), the terms of this Agreement shall remain unchanged and the compliance of the Revolving Borrower notifies and its Subsidiaries with the Facility Agent that covenants and other provisions contained herein shall, upon the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation expiration of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)90-day period, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined calculated in accordance with GAAP relating thereto as if GAAP were applied immediately prior without giving effect to such change GAAP Change. (b) If any GAAP Change occurs with respect to which the parties fail to reach agreement after negotiation as provided in CLAUSE (a) of this SECTION 1.4, then all financial covenants, definitional provisions, standards or other terms or conditions for evaluating the Revolving Borrower's and its Subsidiaries' financial condition and performance shall be calculated without giving effect to such GAAP or in Change. At the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations time of any person such change, the Revolving Borrower shall furnish to the Administrative Agent, with sufficient copies for each Lender, a statement of the Revolving Borrower's independent public accountants that are such accountants concur with such change and a Reconciliation Statement, and following such change, the Revolving Borrower shall furnish the Administrative Agent, with sufficient copies for each Lender, Reconciliation Statements (i) with each financial statement furnished thereafter under this Agreement, and (ii) with each certificate or would be characterized as operating lease obligations in accordance with GAAP on other data or information furnished by the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of Revolving Borrower under this Agreement regardless of any change in GAAP following to show the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective Revolving Borrower's and its Subsidiaries' compliance with all applicable financial covenants, definitional provisions, standards or retroactive basis other terms or otherwise) as capital leasesconditions for evaluating the Revolving Borrower's and its Subsidiaries' financial condition and performance hereunder.

Accounting and Financial Determinations. Unless otherwise specifiedWhere the character or --------------------------------------- amount of any asset or liability or item of income or expense is required to be determined, all or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be delivered hereunder or thereunder shall be prepared, made in accordance with GAAP consistently Generally Accepted Accounting Principles applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (on a Consistent Basis except as otherwise provided in this Agreement); provided further that if, as a result of insofar as: (a) any change in GAAP or IFRS or in the interpretation thereof or Borrower shall have elected (with the concurrence of its independent public accountant and upon prior written notification to the Lenders) to adopt more recently promulgated Generally Accepted Accounting Principles (which election shall continue to be effective for subsequent years); and (b) the application by Agent and the Borrower Required Lenders shall have consented to such election (it being understood that such consent may be conditioned upon the implementation of IFRS in lieu such changes to Sections 8.01 and 8.02 as are appropriate to reflect such adoption of GAAP, in each case, after more recently promulgated Generally Accepted Accounting Principles and it being further understood that such consent shall be deemed to have been given upon the date implementation of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.such changes), there is . Upon a change in Generally Accepted Accounting Principles which becomes effective after the manner of determining any Closing Date which would have a material effect on the Company's consolidated financial statements and the assets and liabilities reflected therein or otherwise affect the calculation or the application of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining Article VIII hereof or the consolidated financial condition calculation of the Borrower and its Subsidiaries Applicable Margin, such change shall not be given effect for purposes hereof until sixty (60) days from the otherwise effective date of such change. Prior to such effectiveness the Agent, the Lenders and the Borrower notifies shall in good faith negotiate to amend the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes pertinent provisions of this Agreement regardless to account for such change to the extent appropriate to effect the substance thereof as of the Closing Date. If such an amendment is not entered into with respect to any such change, such change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to shall not be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesgiven effect for purposes hereof.

Accounting and Financial Determinations. Unless (a) To the extent applicable and except as otherwise specifiedspecified in this Agreement, all where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall computation is required to be made, and all financial statements required to be delivered hereunder for the purpose of this Agreement, such determination or thereunder calculation shall be prepared, made on a consolidated basis so as to include Borrower and each Subsidiary of the Borrower in each such calculation and shall be made in accordance with GAAP consistently applied (orGAAP; provided, if not consistently appliedhowever, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or from those applied in the interpretation thereof or (b) preparation of the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 Section 6.3 is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the Securities and Exchange Commission (Financial Information, Reports, Notices, etc.or its boards or committees or successors thereto or agencies with similar functions), there the initial announcement of which change is made after the date hereof, results in a change in the manner method of determining any calculation of financial covenants, standards or terms found in Section 6, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to reflect such changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such changes as if such changes had not been made; and provided, further, that until such time as the parties hereto agree upon such amendments, such financial covenants, standards and terms shall be construed and calculated as though no change had taken place. (b) All regulatory determinations and calculations made in connection with the determination of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition status of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Bank Subsidiary as well- capitalized under Section 6.9 hereof, then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined made in accordance with GAAP relating thereto the laws, rules, regulations and interpretations thereof by the Governmental Authority charged with interpretations thereof, as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on the date of such datedetermination or calculation, as the case may be. (c) When used herein, the term “financial statement” shall continue include balance sheets, statements of earnings, statements of stockholders’ equity, statements of cash flows and the notes and schedules thereto, and each reference herein to a balance sheet or other financial statement of the Borrower shall be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (a statement prepared on a prospective or retroactive basis or otherwise) as capital leasesconsolidated basis, unless otherwise specified.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), Effective Date there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) the Guarantee in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative (NY) 18002/039/XXXX.000.XXXX/hull.677.loan.agt.doc Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) the Guarantee continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied (orGAAP, if not consistently applied, accompanied by details of the inconsistencies)as in effect from time to time; provided that if notwithstanding the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAPforegoing, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to the re-characterization of leases that would have been characterized as operating leases on the Effective Date as Capitalized Leases. In the event that any Accounting Change shall occur that results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, the Borrower notifies and the Facility Administrative Agent shall enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the Borrower requests criteria for evaluating the financial condition and performance of the Parent and its Subsidiaries shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding executed and delivered by the foregoingParent, the Borrower, the Administrative Agent and the Required Lenders, all obligations of any person that are or would be characterized as operating lease obligations financial covenants, standards and terms in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) this Agreement shall continue to be accounted for calculated or construed as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require if such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesAccounting Changes had not occurred.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 8.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently applied unless otherwise indicated. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Parent and its Subsidiaries, in each case without duplication. (or, if not consistently applied, accompanied by details b) If the Parent notifies the Administrative Agent that the Borrowers wish to amend any covenant in Article VIII or any related definition to eliminate the effect of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, occurring after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof this Agreement on the operation of such provision covenant (or if the Facility Administrative Agent notifies the Borrower Borrowers that the Required Lenders request an amendment wish to amend Article VIII or any provision hereof related definition for such purpose), then the Borrowers' compliance with such item covenant shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined on the basis of GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the interpretation thereof Borrowers and the Required Lenders. In the event of any such notification from the Parent or the Administrative Agent and until such notice shall have been is withdrawn or such provision amended covenant is so amended, the Borrowers will furnish to each Lender and the Administrative Agent, in accordance herewith. Notwithstanding addition to the foregoingfinancial statements required to be furnished pursuant to Section 8.1.1 (the "Current GAAP Financials"), all obligations of any person that are or would be characterized (i) the financial statements described in Section 8.1.1 based upon GAAP as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on at the time such datecovenant was agreed to (the "Prior GAAP Financials") shall continue to be accounted for as operating lease obligations for and (ii) a reconciliation between the purposes of this Agreement regardless of any change in Prior GAAP following Financials and the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesCurrent GAAP Financials.

Accounting and Financial Determinations. Unless For purposes of --------------------------------------- this Agreement, unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with GAAP consistently with, those generally accepted accounting principles ("GAAP") applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 Section 9.7. In ----------- the event any "Accounting Changes" (Financial Informationas defined below) shall occur and such changes affect financial covenants, Reportsstandards or terms in this Agreement, Notices, etc.), there is a change then Borrower and Bank agree to enter into negotiations in the manner order to amend such provisions of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such this Agreement so as to affect equitably reflect such Accounting Changes with the basis or efficacy of desired result that the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining criteria for evaluating the consolidated financial condition of Borrower shall be the Borrower same as if such Accounting Changes had not been made, and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests until such time as such an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or executed and delivered by Borrower and the Bank, (A) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such provision amended in accordance herewith. Notwithstanding Accounting Changes had not been made, and (B) Borrower shall prepare footnotes to each Borrowing Base certificate and the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue financial statements required to be accounted delivered hereunder that show the differences between the financial statements delivered (which reflect such Accounting Changes) and the basis for as operating lease obligations calculating financial covenant compliance (without reflecting such Accounting Changes) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). "Accounting Changes" means: (x) changes in accounting principles required by GAAP and implemented by Borrower and (y) changes in accounting principles recommended by Borrower's certified public accountants. All effects of purchase accounting principles (A.P.B. 16 and/or 17 and EITF 88- 16 and FASB 109) and all adjustments for transaction expenses in connection with the Recapitalization Agreement shall be excluded for purposes of this Agreement regardless preparation of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations financial statements and other calculations and information to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesprovided to the Bank.

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document or Solvency Certificate shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently with, those generally accepted accounting principles ("GAAP") applied (or, if not consistently applied, accompanied by details in the preparation of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial InformationSection 5.1.13(a); provided, Reportshowever, Noticesthat at any time the computations determining compliance with Section 7.2 utilize accounting principles different from those utilized in the financial statements furnished to the Lenders pursuant to Section 7.1.1, etc.)such financial statements shall be accompanied by reconciliation work-sheets. Unless otherwise expressly provided, there is all financial covenants and defined financial terms shall be computed on a consolidated basis for the Guarantor, Borrower and its Subsidiaries, in each case without duplication. If at any time any change in GAAP (including conversion to IFRS as described below) would affect the manner computation of determining any of the items referred to herein financial covenant or thereunder that are to be determined by reference to GAAPratio set forth in any Loan Document, and the effect of such change would (in the reasonable opinion of either the Borrower or the Facility AgentRequired Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such financial covenant or ratio (and provisions in this Agreement that reference such covenant or ratio) be to preserve the original intent thereof in light of such as change in GAAP (subject to affect the basis or efficacy approval of the financial covenants contained Required Lenders); provided that, until so amended, (i) such covenant or ratio shall continue to be computed in Clause 9.4 accordance with GAAP prior to such change therein and (Financial Conditionii) in ascertaining the consolidated financial condition of the Borrower shall provide to the Administrative Agent and its Subsidiaries the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant or ratio made before and after giving effect to such change in GAAP. If the Borrower notifies the Facility Administrative Agent that it is required to report under IFRS or has elected to do so through an early-adoption policy, "GAAP" shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower requests an amendment cannot elect to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purposereport under U.S. generally accepted accounting principles), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4 and the definitions used in such calculations) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles (“GAAP”) as in effect from time to time in the United States, applied on a basis consistent (orexcept for changes concurred in by Holdings’ independent public accountants) with the most recent audited consolidated financial statements of Holdings and its consolidated Subsidiaries delivered to the Lenders; provided that, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower Holdings notifies the Facility Administrative Agent that the Borrower Holdings requests an amendment to of any provision hereof to eliminate such the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower Holdings that the Required Lenders request an amendment to of any provision hereof for such purpose), then regardless of whether such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to notice is given before or after such change in GAAP or in the interpretation thereof application thereof, then such provision shall be applied 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. Notwithstanding the foregoingUnless otherwise expressly provided, all obligations financial covenants and defined financial terms shall be computed on a consolidated basis for the Company and the Restricted Subsidiaries, in each case without duplication. (b) Any determination of the Fixed Charge Coverage Ratio, Interest Coverage Ratio, Leverage Ratio and Senior Leverage Ratio and any person that are or would other determination hereunder specified as being made on a pro forma basis, shall be characterized as operating lease obligations determined in accordance with GAAP the following principles (collectively, a “pro forma” basis): (i) EBITDA and Rental Expense attributable to any business or assets that have been acquired (an “Acquisition” and the “Acquired Business”) or disposed of (a “Disposition”) by the Company or any of the Restricted Subsidiaries (including through mergers or consolidations) after the first day of the four Fiscal Quarters for which such determination is to be made (any such period, the “Test Period”) and on or prior to the end of such Test Period (or, in the case of a Transaction Determination, on or prior to the related Transaction Date (each as defined below)) shall be determined as if such Acquisition or Disposition had occurred on such first day of such period, on the B34 Facility Amendment basis of historical financial statements of the relevant Acquired Business and with such pro forma adjustments as shall be permitted in accordance with Regulation S-X promulgated by the SEC or otherwise necessary to conform the presentation of such historical financial statements to GAAP as applied by the Company and its consolidated Subsidiaries in the most recent audited consolidated financial statements of the Company delivered to the Lenders hereunder; provided that in the case of an Acquisition of an Acquired Business for which no separate historical financial statements have been prepared, pro forma EBITDA attributable to such Acquired Business for the Test Period shall be deemed to be: (A) for any determination thereof made prior to the end of the first Fiscal Quarter beginning on or after the date on which such Acquisition was made (the “First Quarter End Date”), the product of: (1) the average contractual freight rate agreed for such Acquired Business with the seller thereof for the first year after such Acquisition; (2) the aggregate volume for such Acquired Business and during such Test Period of all freight operations to which such contractual freight applies; and (3) the Relevant EBITDA Margin (as defined below) for such Test Period multiplied by 90%; (B) for any determination thereof made on or after the First Quarter End Date but after the first day of the Test Period, (whether 1) the contribution of the Acquired Business to EBITDA for the number of full Fiscal Quarters that have begun on or not after the date of such operating lease obligations were Acquisition (in any case, the “Number of Included Quarters”), divided by (2) the Number of Included Quarters and multiplied by (3) four. (ii) In determining Total Debt in connection with any Transaction Determination, any Indebtedness incurred or assumed, directly or indirectly, including through a merger or consolidation or outstanding at the time an Acquired Business becomes a Subsidiary (“incurred”) after the last day of such Test Period but on or prior to the related Transaction Date shall be deemed to have been incurred on the last day of such Test Period. (iii) In determining Interest Expense, any Indebtedness incurred in connection with an Acquisition or permanently repaid or discharged in connection with a Disposition after the first day but on or prior to the last day of such Test Period (or, in the case of a Transaction Determination, on or prior to the related Transaction Date) shall be deemed to have been incurred or repaid or discharged (as the case may be) on the first day of such Test Period, and any such Indebtedness bearing a floating interest rate shall, for any Indebtedness incurred in connection with an Acquisition and for the period prior to such Acquisition, be deemed to be equal to the rate in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes date of this Agreement regardless of determination (taking into account any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.hedging arrangement with respect thereto). As used above:

Accounting and Financial Determinations. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)SECTION 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently those generally accepted accounting principles ("GAAP"), as in effect from time to time, applied on a basis consistent (orexcept for changes concurred in by Holdco's independent public accountants and a description of which is provided by the Company to the Lenders) with the most recent audited consolidated financial statements of Holdco and its Restricted Subsidiaries delivered to the Lenders and, if not consistently appliedunless otherwise expressly provided herein, accompanied by details of the inconsistencies)shall be computed or determined on a consolidated basis and without duplication; provided PROVIDED that (1) if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu Company notifies the Administrative Agent and the Lenders of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or from that in effect on January 31, 1999, not later than five Business Days prior to the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date delivery of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect required under this Agreement which have been prepared on the basis or efficacy of GAAP as so changed and (2) if the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower Company notifies the Facility Administrative Agent that the Borrower requests an amendment Company wishes to amend any provision hereof to eliminate the effect of any such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (GAAP, or if the Facility Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment wish to amend any provision hereof for such purpose), then such item provision shall for be applied, and all accounting determinations, interpretations and computations hereunder or under the purposes of Clause 9.4 (Financial Condition) continue to other Loan Documents shall be determined made in accordance with GAAP relating thereto GAAP, and all financial statements required to be delivered hereunder or thereunder shall include a reconciliation to GAAP, in each case as if GAAP were applied in effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision is amended in accordance herewith. Notwithstanding a manner satisfactory to the foregoingCompany and the Required Lenders. (b) For purposes of computing the Fixed Charge Coverage Ratio, Interest Coverage Ratio and Leverage Ratio (and any financial calculations required to be made or included within such ratios) as of the end of any Fiscal Quarter, all obligations components of such ratios, including Capital Expenditures, in the case of any person disposition, but excluding Capital Expenditures, in the case of any acquisition, for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios attributable to any business or assets that are have been acquired or would be characterized disposed of by the Company or any of its Restricted Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as operating lease obligations determined in accordance with GAAP good faith by the Company on the B34 Facility Amendment Date a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such operating lease obligations were in effect inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leasesday).

Accounting and Financial Determinations. (a) Unless otherwise specifiedspecified and subject to CLAUSE (c) of this SECTION 1.4, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations -34- hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, prepared in accordance with, those generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred in by VHC's independent public accountants) with GAAP consistently applied the most recent audited consolidated financial statements of VHC and its Subsidiaries delivered to the Lenders (or"GAAP"); PROVIDED, HOWEVER, that, if not consistently appliedVHC notifies the Administrative Agent that the Borrowers wish to amend any covenant in SECTION 7.2.4, accompanied by details the definition of EBITDA, Leverage Ratio, Fixed Charge Coverage Ratio, Capital Expenditure, Net Income or Interest Expense to eliminate the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu effect of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision covenant or definition (or if the Facility Administrative Agent notifies the Borrower Borrowers that the Required Lenders request an amendment wish to amend any provision hereof such covenant or definition for such purpose), then VHC's compliance with such item covenant shall for be determined, and such definitions shall be applied, on the purposes basis of Clause 9.4 (Financial Condition) continue to be determined GAAP in accordance with GAAP relating thereto as if GAAP were applied effect immediately prior to such before the relevant change in GAAP or in the interpretation thereof became effective, until either such notice shall have been is withdrawn or such provision covenant or definition is amended in accordance herewith. Notwithstanding a manner satisfactory to the foregoingBorrowers and the Required Lenders. (b) Unless otherwise expressly provided, all obligations financial covenants and defined financial terms shall be computed on a consolidated basis for VHC and its Subsidiaries, in each case without duplication, and shall be appropriately adjusted to take into account any minority ownership interests in the assets, Subsidiaries or businesses of VHC and its Subsidiaries. (c) For purposes of computing the Fixed Charge Coverage Ratio and Leverage Ratio (and any financial calculations required to be made or included within such ratios) as of the end of any person Fiscal Quarter, all components of such ratios, including Capital Expenditures, in the case of any Disposition, but excluding Capital Expenditures, in the case of any acquisition, for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios attributable to any business or assets that are have been acquired or would be characterized Disposed of by VHC or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as operating lease obligations determined in accordance with GAAP good faith by VHC on the B34 Facility Amendment Date (whether a PRO FORMA basis for such period of four Fiscal Quarters as if such acquisition or not such operating lease obligations were in effect Disposition had occurred on such datefirst day of such period (including cost savings that would have been realized had such acquisition occurred on such day and which inclusion when not otherwise permitted under GAAP has been approved by a majority of the board of directors of VHC). (d) shall continue If any determination of Interest Expense hereunder is required by the terms hereof to be accounted made for as operating lease obligations a period of four consecutive Fiscal Quarters at a time at which fewer than four full Fiscal Quarters have elapsed since the Closing Date, such determination shall be made for the purposes period elapsed from the Closing Date through the end of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require most recent Fiscal Quarter then ended (annualized on a simple arithmetic basis, if such obligations determination is to be recharacterized (on used in a prospective or retroactive basis or otherwise) as capital leasesratio with a balance sheet item).

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any Note shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower or the Guarantor elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower or the Guarantor of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 6.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower Guarantor or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 7.2.4 in ascertaining the financial condition of the Guarantor or the consolidated financial condition of the Borrower Guarantor and its Subsidiaries NYDOCS02/944107.4 and the Borrower Guarantor notifies the Facility Administrative Agent that the Borrower Guarantor requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower Guarantor that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding . (F) Effective as of September 16, 2011, Section 3.5 of the foregoing, all obligations Credit Agreement is hereby amended by replacing the words “0.45% per annum” in the fifth line thereof with the words “0.30% per annum”. (G) Section 6.15 of any person that are or would be characterized the Credit Agreement is hereby amended and restated in its entirety as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.follows:

Accounting and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)Section 6.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any such election and notice to the Facility Administrative Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further provided, further, that if, as a result of (ai) any change in GAAP or IFRS or in the interpretation thereof or (bii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any the financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.)Section 5.6, there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Administrative Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) Section 6.2.4 in ascertaining the financial condition of the Borrower or the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) such Sections of this Agreement continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP as in effect on the B34 Facility Amendment Date December 31, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date December 31, 2018 that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital capitalized leases.; provided that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease Liabilities. ARTICLE IIARTICLE II COMMITMENTS, BORROWING PROCEDURES AND NOTES