Common use of Accounting Terms and Determination Clause in Contracts

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article 6 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article 6 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including computation of any financial covenant) contained herein, 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 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, made without giving effect to any election under Accounting Standards Codification Section 825-10 change in GAAP occurring after the date of this Agreement regarding the accounting treatment for Operating Leases such that any lease (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities whether in existence as of the Borrower date of this Agreement or thereafter incurred) that would, under GAAP as in effect on the date of this Agreement, be classified as an Operating Lease and as an expense item shall continue to be classified as an Operating Lease and expense item notwithstanding any Subsidiary change in GAAP as to the accounting treatment of such lease after the Borrower at “fair value”, as defined thereindate of this Agreement.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower last delivered to the Administrative Agent in connection with this Agreement); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all All accounting terms used not specifically or completely defined herein shall be interpreted, all accounting determinations hereunder shall be madeconstrued in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be delivered submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower shall be given effect for purposes of measuring compliance with any provisions of Article IX unless the Borrower, the Administrative Agent, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be prepared, in accordance provided together with GAAP as in a reconciliation between the calculations and amounts set forth therein before and after giving effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of any such change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required LendersGAAP. 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 in Article IX shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 or 470-20 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Credit Party or any Subsidiary of the Borrower any Credit Party at “fair value”.” A breach of any Financial Performance Covenant shall be deemed to have occurred as of the last day of the relevant specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to the Administrative Agent.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Representative delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s Borrowers’ compliance with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. 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 (i) any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein, (ii) FAS 141R or any subsequent codification thereto or (iii) any change in GAAP requiring leases which were previously classified as operating leases to be classified as capitalized leases.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower Guarantor delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of (i) any change in GAAP on accounting principles from those used in the operation preparation of such covenant the financial statements of the Guarantor referred to in Section 5.1 is hereafter 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 (or if successors thereto or agencies with similar functions), and such change materially affects the Administrative Agent notifies calculation of any component of any financial covenant, standard or term found in this Agreement, or (ii) there is a material change in federal, state or foreign tax laws which materially affects any of the Borrower that and their Subsidiaries’ ability to comply with the Required Lenders wish to amend Section 5.2 for such purpose)covenants, then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP standards or terms found in effect immediately before the relevant change in GAAP became effectivethis Agreement, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Lenders agree to enter into negotiations in order to amend such provisions (with the agreement of the Required Lenders. Notwithstanding any other provision contained hereinLenders or, if required by Section 11.3, all terms of an accounting or the Lenders) so as to equitably reflect such changes with the desired result that the criteria for evaluating any of the Borrower’s and its Subsidiaries’ financial nature used herein condition shall be construedthe same after such changes as if such changes had not been made. Unless and until such provisions have been so amended, and all computations the provisions of amounts and ratios referred to herein this Agreement shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereingovern.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders, and provided, further, that for purposes of such covenant compliance all leases by the Borrower and its Subsidiaries shall continue to be accounted for as operating leases or capital leases in accordance with GAAP as in effect on the Closing Date without regard to any future effectiveness of Accounting Standards Codification Section 842. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by Prologis’ independent public accountants) with the most recent audited consolidated financial statements of the Borrower Prologis and its Consolidated Subsidiaries delivered pursuant to Section 5.1(a)Administrative Agent; provided, provided that if the Borrower Prologis notifies the Administrative Agent that the Borrower Prologis wishes to amend the any covenant in Section 5.2 Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Prologis that the Required Majority Lenders wish to amend Section 5.2 Article V for such purpose), then the Borrower’s Prologis’ compliance with such 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 Borrower Prologis and the Required Majority Lenders. Notwithstanding any other provision contained hereinin the Loan Documents, all terms of an accounting the definitions set forth in the Loan Documents and any financial covenants or other financial nature used herein calculations set forth in the Loan Documents shall be construed, and all computations of amounts and ratios referred computed to herein shall be made, without giving exclude any change to lease accounting rules from those in effect pursuant to any election under Financial Accounting Standards Board Accounting Standards Codification Section 825-10 840 (or any Leases) and other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities related lease accounting guidance as in effect as of the Borrower or any Subsidiary of the Borrower at “fair value”December 31, as defined therein2017.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower Borrowers and their Subsidiaries delivered pursuant to Section 5.1(a); provided6.1(a) (or, that if no such financial statements have been delivered, on a basis consistent with the Borrower notifies audited consolidated financial statements of the Borrowers and their Subsidiaries last delivered to the Administrative Agent in connection with this Agreement). Notwithstanding anything herein to the contrary, any obligation of a Person under a lease that the Borrower wishes is not (or would not be) required to amend the covenant in Section 5.2 to eliminate the effect of any change in GAAP be classified and accounted for as a capitalized lease on the operation a balance sheet of such covenant (or if Person shall not be treated as a capitalized lease as a result of the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis adoption 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 FASB ASC 842 (or any other Financial Accounting Standard having a similar result promulgation or effectmethodology under GAAP with respect to the same subject matter as FASB ASC 842) and/or any future changes in GAAP or changes in the application of GAAP. (b) Notwithstanding anything to value the contrary in this Agreement, (i) the Capital Contribution, (ii) the cash and other assets resulting therefrom, (iii) the gains, losses, income and expense generated by the Capital Contribution, and (iv) the financial impact of any Consolidated Funded Indebtedness use or other liabilities disposition of the Borrower Capital Contribution, shall in each case be excluded from the determination of any financial definition herein (including Consolidated Adjusted EBITDA) and from the calculation of any financial ratio or any Subsidiary of the Borrower at “fair value”carve-out, as defined thereinthreshold or basket in any covenant herein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of (i) any change in GAAP on accounting principles from those used in the operation preparation of such covenant the financial statements of the Borrower referred to in Section 5.1 is hereafter 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 Accounts (or if successors thereto or agencies with similar functions), and such change materially affects the Administrative Agent notifies calculation of any component of any financial covenant, standard or term found in this Agreement, or (ii) there is a material change in federal, state or foreign tax laws which materially affects any of the Borrower that and its Subsidiaries’ ability to comply with the Required Lenders wish to amend Section 5.2 for such purpose)financial covenants, then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP standards or terms found in effect immediately before the relevant change in GAAP became effectivethis Agreement, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Lenders agree to enter into negotiations in order to amend such provisions (with the agreement of the Required Lenders. Notwithstanding any other provision contained hereinLenders or, if required by Section 10.2, all terms of an accounting or the Lenders) so as to equitably reflect such changes with the desired result that the criteria for evaluating any of the Borrower’s and its Subsidiaries’ financial nature used herein condition shall be construedthe same after such changes as if such changes had not been made. Unless and until such provisions have been so amended, and all computations the provisions of amounts and ratios referred to herein this Agreement shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereingovern.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower and its Subsidiaries last delivered to the Lender in connection with this Agreement); provided, that if the Borrower notifies the Administrative Agent Lender that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent Lender notifies the Borrower that the Required Lenders wish Lender wishes to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required LendersLender. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a5.1(b); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants contained in Article VI (including for purposes of determining the Applicable Margin and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a “Pro Forma Basis”) shall be made on a Pro Forma Basis consistent with the definition of such term.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower and its Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. Notwithstanding anything to the contrary herein, the classification or accounting hereunder of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, shall not be affected by modifications to accounting standards described in FASB ASC Topic 842 or any related or similar guidance.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Parent delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 Borrower and the Required LendersLenders and the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change in GAAP. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Credit Party or any Subsidiary of the Borrower any Credit Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP Applicable Accounting Principles as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower Co‐Borrowers delivered pursuant to Section 5.1(a5.01(z) (or, if no such financial statements have been delivered, on a basis consistent with the audited financial statements of the Co‐Borrowers last delivered to the Administrative Agent in connection with this Agreement); providedprovided that (a) the foregoing requirements shall not apply to any estimated or projected valuations or other financial estimates, that forecasts or other similar calculations and (b) if the Administrative Borrower notifies the Administrative Agent that the Borrower wishes Co‐Borrowers wish to amend the any covenant in Section 5.2 5.02 to eliminate the effect of any change in GAAP Applicable Accounting Principles on the operation of such covenant (or if the Administrative Agent notifies the Administrative Borrower that the Required Majority Lenders wish to amend Section 5.2 5.02 for such purpose), then the Borrower’s Co‐Borrowers’ compliance with such covenant shall be determined on the basis of GAAP Applicable Accounting Principles in effect immediately before the relevant change in GAAP Applicable Accounting Principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Co‐Borrowers and the Required Majority Lenders. Notwithstanding any other provision contained hereinFor the avoidance of doubt, all terms of an accounting or financial nature used herein nothing in this Section shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having prevent the Co‐Borrowers from reporting asset values on a similar result or effect) to fair value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinbasis in accordance with their usual practices.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. (n) Section 2.8(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant or any changes to the Applicable Margin as a result of such change (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any changes in GAAP (or application thereof): (i) if an operating lease did not result in a liability, asset, amortization and/or interest amount under GAAP as in effect on December 31, 2015, then that historical accounting treatment shall continue in effect for purposes of calculating compliance with any financial covenants and/or related condition(s) or provision(s) under this Agreement and the other Loan Documents; and (ii) any change that may result from the application of ASC 606 in connection with the timing of revenue recognition shall not be considered for the purposes of this Agreement or any other Loan Document as a result of such changes in GAAP (or the application thereof). (b) 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 Section 825-10 825–10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. (c) Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VI (including for purposes of determining the Applicable Margin and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a Pro Forma Basis) shall be made on a Pro Forma Basis with respect to any Asset Sale, Recovery Event, Acquisition, Incremental Revolver Increase or incurrence of any Incremental Term Loan occurring during such period.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by Prologis’ independent public accountants) with the most recent audited consolidated financial statements of the Borrower Prologis and its Consolidated Subsidiaries delivered pursuant to Section 5.1(a)Administrative Agent; provided, provided that if the Borrower Prologis notifies the Administrative Agent that the Borrower Prologis wishes to amend the any covenant in Section 5.2 Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Prologis that the Required Majority Lenders wish to amend Section 5.2 Article V for such purpose), then the Borrower’s Prologis’ compliance with such 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 Borrower Prologis and the Required Majority Lenders. Notwithstanding any other provision contained hereinin the Loan Documents, all terms of an accounting the definitions set forth in the Loan Documents and any financial covenants or other financial nature used herein calculations set forth in the Loan Documents shall be construed, and all computations of amounts and ratios referred computed to herein shall be made, without giving exclude any change to lease accounting rules from those in effect pursuant to any election under Financial Accounting Standards Board Accounting Standards Codification Section 825-10 840 (or any Leases) and other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities related lease accounting guidance as in effect as of the Borrower or any Subsidiary date of the Borrower at “fair value”, as defined thereinAudited Financial Statements.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s 's compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, for purposes of Article VI, Section 7.1 and Section 7.4, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “"fair value”", as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Sponsor delivered pursuant to Section 5.1(a6.1(a); provided, that if the Borrower Sponsor notifies the Administrative Agent Servicer that the Borrower Sponsor wishes to amend the any covenant in Section 5.2 Article VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent Servicer notifies the Borrower Sponsor that the Required Lenders Participants wish to amend Section 5.2 Article VII for such purpose), then the BorrowerSponsor’s compliance with such 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 satisfactory to the Borrower Sponsor and the Required LendersParticipants. 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower Sponsor, any Guarantor or any Subsidiary of the Borrower thereof at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Parent delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Majority Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Majority Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP DB1/ 110470318.9 52 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (a) for all purposes of this Agreement, and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Lease Obligations in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 24, 2016 of Accounting Standards Update No. 2016-02, and (b) 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 (i) Statement of Financial Accounting Standards Codification Section 825-10 141R or ASC 805 (or any other financial accounting standard having a similar result or effect), (ii) any election under Financial Accounting Standard Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Borrower or any Subsidiary at “fair value” as defined therein or (iii) any treatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any Consolidated Funded such Indebtedness in a reduced or other liabilities of bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinfull stated principal amount thereof.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Parent's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower Parent delivered pursuant to Section 5.1(a); provided, that all such accounting terms interpreted and accounting determinations made shall, in any event, include all activities, operations and financial results of Space &Technology / Montreal and any other discontinued operations of the Parent or its Subsidiaries as if such division or other discontinued operations were continuing operations (other than accounting for depreciation and valuation allowances of such discontinued operations); provided further, that if the Borrower notifies the Canadian Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Canadian Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s 's compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a5.1(b); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants contained in Article VI (including for purposes of determining the Applicable Margin and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a “Pro Forma Basis”) shall be made on a Pro Forma Basis with respect to any Disposition, Recovery Event or acquisition occurring during such period.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Borrowers delivered pursuant to Section 5.1(a); provided, provided that if the Borrower Agent notifies the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Agent that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s Borrowers’ compliance with such 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 satisfactory to the Borrower Agent and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI or any covenant for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. . (b) Notwithstanding any other provision contained herein, (i) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capitalized Lease Obligations in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 24, 2016 of Accounting Standards Update No. 2016-02 and (ii) 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 (A) Statement of Financial Accounting Standards Codification Section 825-10 141R or ASC 805 (or any other financial accounting standard having a similar result or effect), (B) any election under Financial Accounting Standard Standards Codification No. 825 – Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value” as defined therein or (C) any treatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (c) Notwithstanding anything to the contrary herein, (x) financial ratios and tests, including the Consolidated Funded Indebtedness Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA shall be calculated on a Pro Forma Basis in the manner prescribed in this Section 1.3 and (y) for purposes of determining compliance with any ratio and test contained in this Agreement, with respect to any period during which any Subject Transaction occurs or other liabilities subsequent to such period and prior to or simultaneously with the event for which the calculation is made, the Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and Consolidated EBITDA shall be calculated with respect to such period and such event on a Pro Forma Basis and shall be calculated for the applicable period of measurement for which quarterly or fiscal year-end financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable, immediately preceding the date of such event; provided that notwithstanding anything to the contrary in this Section 1.3(c), when calculating Consolidated Excess Cash Flow and the Consolidated Leverage Ratio for purposes of (i) the definition of “Applicable Margin”, (ii) the percentage of Consolidated Excess Cash Flow to be applied pursuant to Section 2.12(c) and (iii) determining actual compliance (and not in compliance on a Pro Forma Basis) with Section 6.2, any Subject Transaction that occurred subsequent to the end of the Borrower or applicable period of measurement shall not be given pro forma effect. (d) Notwithstanding any Subsidiary other provision contained herein, in the case of any calculation of the Borrower Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, and Consolidated EBITDA on a Pro Forma Basis that occurs prior to the date on which financial statements have been (or are required to be) delivered for the Fiscal Quarter ending June 30, 2022, any such calculation to be made on a “Pro Forma Basis” shall use the Interim Financial Statements. (e) Any provision requiring pro forma compliance with the financial covenants in Article VI shall be made assuming that compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio pursuant to such Article is required with respect to the most recently ended Test Period; provided that, at “fair value”any time prior to December 31, as defined therein2022, any provision requiring pro forma compliance with the financial covenants in Article VI should be made assuming that compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio levels set forth in Article VI for the Fiscal Quarter ending December 31, 2022, was required with respect to the most recent Fiscal Quarter prior to such time.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (a) 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined thereintherein and (b) all leases that would be treated as operating leases for purposes of GAAP on the date hereof shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations hereunder regardless of any change to GAAP following the date hereof that would otherwise require such leases to be treated as Capital Lease Obligations.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. (o) Section 2.12(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 any provision hereof to eliminate the effect of any change in GAAP on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 any provision hereof for such purpose), then the Borrower’s compliance with such covenant provision shall be determined interpreted 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 provision is amended in a manner satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. Notwithstanding any other provision contained herein or in the other Loan Documents, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness or as a capital lease and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the date hereof.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Company delivered pursuant to Section 5.1(a); provided, that if the Administrative Borrower notifies the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Administrative Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Administrative Borrower and the Required Lenders. 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the any Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated combined financial statements statement of the Borrower Existing Credit Agreement Borrowers delivered pursuant to Section 5.1(a7.1(a); provided, that if the Borrower notifies Existing Credit Agreement Borrowers notify the Administrative Agent that the Borrower wishes Existing Credit Agreement Borrowers wish to amend the any covenant in Section 5.2 Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Guarantor Representative that the Required Lenders wish to amend Section 5.2 Article VIII for such purpose), then compliance by the Borrower’s compliance Existing Credit Agreement Borrowers with such 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 satisfactory to the Borrower Existing Credit Agreement Borrowers and the Required Lenders. 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 Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, for purposes of Article VI, Section 7.1 and Section 7.4, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “"fair value”", as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated combined financial statements statement of the Borrower Borrowers delivered pursuant to Section 5.1(a7.1(a); provided, that if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.2 Article VIII for such purpose), then compliance by the Borrower’s compliance Borrowers with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “"fair value”", as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower and its Subsidiaries last delivered to the Administrative Agent prior to the Closing Date); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained hereinthe foregoing, all terms of an accounting or financial nature used statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Accounting Standards Codification Section 825-10 FASB ASC 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value any Consolidated Funded Indebtedness or other its financial liabilities of at the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinvalue thereof.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower AboveNet and its Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of AboveNet and its Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in ARTICLE V (other than Section 5.2 5.1), ARTICLE VI, ARTICLE VII or ARTICLE VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Borrowers that the Required Lenders wish to amend ARTICLE V (other than Section 5.2 5.1), ARTICLE VI, ARTICLE VII or ARTICLE VIII for such purpose), then the Borrower’s Borrowers’ compliance with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. Notwithstanding Furthermore, the Borrowers hereby agree that any other provision contained herein, all terms of an accounting or financial nature used herein election pursuant to FASB Statement No. 159 shall be construeddisregarded for all purposes of this Agreement, and all computations of amounts and ratios referred to herein shall be madeincluding, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of limitation, for calculating financial ratios herein and determining compliance with the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinfinancial covenants herein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s 's compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding ; provided, further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to change its fiscal year end in accordance with Section 7.12 and such change effects any other provision contained hereincovenant in Article VI, all terms of an accounting or financial nature used herein then the Borrower's compliance with such covenant shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities determined on the basis of the Borrower or any Subsidiary of fiscal year end in effect immediately before such requested change in fiscal year end became effective, until such covenant is amended in a manner satisfactory to the Borrower at “fair value”, as defined thereinand the Required Lenders.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, on a consolidated basis for the Borrower and its Non-MSB Subsidiaries solely (and, in all circumstances, shall exclude any and all results of operations of any of the Unrestricted MSB Subsidiaries for purposes of calculating and determining the financial covenants set herein and the accounting terms used herein) in accordance with GAAP as in effect from time to time, applied on a basis consistent (except (i) as provided above as it relates to the exclusion of the results of operations of the Unrestricted MSB Subsidiaries and (ii) for such changes approved or required by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a6.01(a); provided, that if the Borrower notifies the Administrative Agent Lender that the Borrower wishes to amend the covenant in Section 5.2 Article VII to eliminate the effect of any change in GAAP on the operation of any such covenant (or if the Administrative Agent Lender notifies the Borrower that the Required Lenders wish it wishes to amend Section 5.2 Article VII for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP requirements 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinLender.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant under to Section 5.1(a); provided, provided that if the Borrower notifies the Lenders and the Administrative Agent that the Borrower wishes to amend any provision in this Agreement that requires compliance with any financial ratio or test, including the covenant Debt to Equity Ratio and the Minimum Liquidity Condition (and, for the avoidance of doubt, the financial ratios or tests set forth in Section 5.2 5.12, Sections 6.1(g) and (n) and 6.4(b)(xi)) to eliminate the effect of any change in GAAP on the operation of such covenant financial ratio or test (or if the Administrative Agent notifies Required Lenders notify the Borrower that the Required Lenders they wish to amend Section 5.2 such provisions for such purpose), then the Borrower’s compliance with such covenant financial ratio or test 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 financial ratio or test is amended in a manner satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, for purposes of Article VI, Section 7.1 and Section 7.4, 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 Codification Section 825-10 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “"fair value”", as defined therein.

Accounting Terms and Determination. Unless otherwise ---------------------------------- defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes as may be required by GAAP and allowed by the Borrower's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); ------- 5.1 (a) provided, that if the Borrower notifies the Administrative Agent Lender that the Borrower --- - -------- wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent Lender notifies the Borrower that the Required Lenders wish it wishes to amend Section 5.2 Article VI for such purpose), then the Borrower’s 's compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinLender.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP occurring after the Agreement Date on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 FASB ASC 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Holdings delivered pursuant to Section 5.1(a); provided, provided that if the Borrower Representative notifies the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s Borrowers’ compliance with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. Notwithstanding anything to the contrary herein, the classification or accounting hereunder of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, shall not be affected by modifications to accounting standards described in FASB ASC Topic 842 or any related or similar guidance.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared, prepared in accordance with GAAP generally accepted accounting principles as in effect from time to timetime in the United States of America (“Generally Accepted Accounting Principles”), applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a)the Banks hereunder; providedprovided that, that if the Borrower notifies the Administrative Agent that the Borrower wishes requests an amendment to amend the covenant in Section 5.2 any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP Generally Accepted Accounting Principles or in the application thereof on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Lenders wish Banks request an amendment to amend Section 5.2 any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in Generally Accepted Accounting Principles or in the application thereof, then the Borrower’s compliance with such covenant provision shall be determined interpreted on the basis of GAAP Generally Accepted Accounting Principles as in effect and applied immediately before the relevant such change in GAAP became effective, shall have become effective until either such notice is shall have been withdrawn or such covenant is provision amended in a manner satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinaccordance herewith.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Articles V, VI or VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Articles V, VI or VII for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding Furthermore, the Borrower hereby agrees that any other provision contained herein, all terms of an accounting or financial nature used herein election pursuant to FASB ASC 825 shall be construeddisregarded for all purposes of this Agreement, and all computations of amounts and ratios referred to herein shall be madeincluding, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of limitation, for calculating financial ratios herein and determining compliance with the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinfinancial covenants herein.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI or any covenant for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. . (b) Notwithstanding any other provision contained herein, (i) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capitalized Lease Obligations in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 24, 2016 of Accounting Standards Update No. 2016-02 and (ii) 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 (A) Statement of Financial Accounting Standards Codification Section 825-10 141R or ASC 805 (or any other financial accounting standard having a similar result or effect), (B) any election under Financial Accounting Standard Standards Codification No. 825 – Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value” as defined therein or (C) any treatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (c) Notwithstanding anything to the contrary herein, (x) financial ratios and tests, including the Consolidated Funded Indebtedness Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA shall be calculated on a Pro Forma Basis in the manner prescribed in this Section 1.3 and (y) for purposes of determining compliance with any ratio and test contained in this Agreement, with respect to any period during which any Subject Transaction occurs or other liabilities subsequent to such period and prior to or simultaneously with the event for which the calculation is made, the Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and Consolidated EBITDA shall be calculated with respect to such period and such event on a Pro Forma Basis and shall be calculated for the applicable period of measurement for which quarterly or fiscal year-end financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable, immediately preceding the date of such event; provided that notwithstanding anything to the contrary in this Section 1.3(c), when calculating Consolidated Excess Cash Flow and the Consolidated Leverage Ratio for purposes of (i) the definition of “Applicable Margin”, (ii) the percentage of Consolidated Excess Cash Flow to be applied pursuant to Section 2.12(c) and (iii) determining actual compliance (and not in compliance on a Pro Forma Basis) with Section 6.2, any Subject Transaction that occurred subsequent to the end of the Borrower or applicable period of measurement shall not be given pro forma effect. (d) Notwithstanding any Subsidiary other provision contained herein, in the case of any calculation of the Borrower Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, and Consolidated EBITDA on a Pro Forma Basis that occurs prior to the date on which financial statements have been (or are required to be) delivered for the Fiscal Quarter ending June 30, 2020, any such calculation to be made on a “Pro Forma Basis” shall use the Interim Financial Statements. (e) Any provision requiring pro forma compliance with the financial covenants in Article VI shall be made assuming that compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio pursuant to such Article is required with respect to the most recently ended Test Period; provided that, at “fair value”any time prior to September 30, as defined therein2020, any provision requiring pro forma compliance with the financial covenants in Article VI should be made assuming that compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio levels set forth in Article VI for the Fiscal Quarter ending September 30, 2020 was required with respect to the most recent Fiscal Quarter prior to such time.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower's independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that all such accounting terms interpreted and accounting determinations made shall, in any event, include all activities, operations and financial results of Space &Technology / Montreal and any other discontinued operations of the Borrower or its Subsidiaries as if such division or other discontinued operations were continuing operations (other than accounting for depreciation and valuation allowances of such discontinued operations); provided further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s 's compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI or any covenant for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. . (b) Notwithstanding any other provision contained herein, (i) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capitalized Lease Obligations in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 24, 2016 of Accounting Standards Update No. 2016-02 and (ii) 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 (A) Statement of Financial Accounting Standards Codification Section 825-10 141R or ASC 805 (or any other financial accounting standard having a similar result or effect), (B) any election under Financial Accounting Standard Standards Codification No. 825 – Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value” as defined therein or (C) any treatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (c) Notwithstanding anything to the contrary herein, (x) financial ratios and tests, including the Consolidated Funded Indebtedness Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA shall be calculated on a Pro Forma Basis in the manner prescribed in this Section 1.3 and (y) for purposes of determining compliance with any ratio and test contained in this Agreement, with respect to any period during which any Subject Transaction occurs or other liabilities subsequent to such period and prior to or simultaneously with the event for which the calculation is made, the Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and Consolidated EBITDA shall be calculated with respect to such period and such event on a Pro Forma Basis and shall be calculated for the applicable period of measurement for which quarterly or fiscal year-end financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable, immediately preceding the date of such event; provided that notwithstanding anything to the contrary in this Section 1.3(c), when calculating Consolidated Excess Cash Flow and the Consolidated Leverage Ratio for purposes of (i) the definition of “Applicable Margin”, (ii) the percentage of Consolidated Excess Cash Flow to be applied pursuant to Section 2.12(c) and (iii) determining actual compliance (and not in compliance on a Pro Forma Basis) with Section 6.2, any Subject Transaction that occurred subsequent to the end of the Borrower or applicable period of measurement shall not be given pro forma effect. (d) Notwithstanding any Subsidiary other provision contained herein, in the case of any calculation of the Borrower Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, and Consolidated EBITDA on a Pro Forma Basis that occurs prior to the date on which financial statements have been (or are required to be) delivered for the Fiscal Quarter ending June 30, 2022, any such calculation to be made on a “Pro Forma Basis” shall use the Interim Financial Statements. (e) Any provision requiring pro forma compliance with the financial covenants in Article VI shall be made assuming that compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio pursuant to such Article is required with respect to the most recently ended Test Period; provided that, at “fair value”any time prior to December 31, 2022, any provision requiring pro forma compliance with the financial covenants in Article VI should be made assuming that compliance with the Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio levels set forth in Article VI for the Fiscal Quarter ending December 31, 2022, was required with respect to the most recent Fiscal Quarter prior to such time. (f) Notwithstanding any other provision contained herein, for purposes of calculation of the Consolidated Leverage Ratio, Consolidated Secured Leverage Ratio, Consolidated First Lien Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, and Consolidated EBITDA, any payment of principal or interest on Indebtedness of the Loan Parties that is due on the last day of a calendar quarter or calendar month and as to which such due date is not a Business Day in such calendar quarter or calendar month, such payment shall be deemed to have been made during such calendar quarter or calendar month, as defined thereinapplicable, to the extent the payment of principal or interest, as applicable, is actually made on the next succeeding Business Day in accordance with the next-to-last sentence of Section 2.21(a) (or comparable provisions of the agreements governing other Indebtedness of the Loan Parties) which results in such payment being made in the immediately succeeding calendar quarter or calendar month, as applicable.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “"fair value”", as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result 116430174v7 28 or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Credit Party or any Subsidiary of the Borrower any Credit Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower Loan Parties delivered pursuant to Section 5.1(a7.1(a); provided, that if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.2 Article VIII for such purpose), then compliance by the Borrower’s compliance Borrowers with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. It is understood and agreed that, notwithstanding anything to the contrary in GAAP or set forth herein, where reference is made to the Loan Parties on a consolidated basis or the US Borrower and its Subsidiaries on a consolidated basis or similar language, such consolidation shall not include any Unrestricted Subsidiary for purposes of the calculations of financial covenants or any ratio tests (except with respect to the covenant and tests under Section 8.4 that will be measured based on the Consolidated Net Income and total assets of the US Borrower and all of its Subsidiaries as more fully described therein).

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a)) of the Senior Credit Agreement; provided, that if the Borrower notifies has notified the Administrative Senior Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI of the Senior Credit Agreement to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Senior Agent notifies has notified the Borrower that the Required Lenders (as defined in the Senior Credit Agreement) wish to amend Section 5.2 Article VI of the Senior Credit Agreement for such purpose), then the Borrower’s compliance with such covenant (as incorporated herein by reference pursuant to Section 5.2, including after giving effect to any applicable proviso in Section 5.2) 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered pursuant to Section 5.1(a)Consistent Basis; provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 any provision to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 any provision for such purpose), then the Borrower’s compliance with such covenant provision shall be determined interpreted 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 provision is amended in a manner satisfactory to the Borrower and the Required Lenders. With respect to (a) calculations of the financial covenants set forth in Article VI (including, without limitation, calculations of such financial covenants on a Pro Forma Basis in connection with a Permitted Acquisition), (b) calculations related to the negative covenants set forth in Article VII and (c) any calculation of Total Shareholders’ Equity, each such calculation shall be made excluding the effects of any impairment charges resulting from the adoption and ongoing application of Financial Accounting Standards Board Statement of Financial Accounting Standards Nos. 141 and 142 by the Borrower or its Affiliates. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated combined financial statements statement of the Borrower Borrowers delivered pursuant to Section 5.1(a7.1(a); provided, that if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VIII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders wish to amend Section 5.2 Article VIII for such purpose), then compliance by the Borrower’s compliance Borrowers with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein. For the purposes of this Agreement, GAAP will be deemed to treat operating leases and capitalized leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02.

Accounting Terms and Determination. Unless Un­less otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding References herein to particular columns, lines or sections of any other provision contained hereinPerson’s Annual Statement shall be deemed, where appropriate, to be references to the corresponding columns, lines or sections of such Person’s Quarterly Statements, or if no such corresponding column, line or section exists or if any report form changes, then to the corresponding item referenced thereby. In the event the columns, lines or sections of the Annual Statement referenced herein are changed or renumbered, all terms of an accounting or financial nature used herein such references shall be construeddeemed references to such column, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (line or any other Financial Accounting Standard having a similar result section as so renumbered or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinchanged.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower and its Subsidiaries last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 ARTICLE VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 ARTICLE VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding Furthermore, the Borrower hereby agrees that any other provision contained herein, all terms of an accounting or financial nature used herein election pursuant to FASB Statement No. 159 shall be construeddisregarded for all purposes of this Agreement, and all computations of amounts and ratios referred to herein shall be madeincluding, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of limitation, for calculating financial ratios herein and determining compliance with the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinfinancial covenants herein.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (a) 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 ASC Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined thereintherein and (b) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding ; provided, further, that if the Borrower notifies the Administrative Agent that the Borrower wishes to change its fiscal year end in accordance with Section 7.12 and such change effects any other provision contained hereincovenant in Article VI, all terms of an accounting or financial nature used herein then the Borrower’s compliance with such covenant shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities determined on the basis of the Borrower or any Subsidiary of fiscal year end in effect immediately before such requested change in fiscal year end became effective, until such covenant is amended in a manner satisfactory to the Borrower at “fair value”, as defined thereinand the Required Lenders.

Accounting Terms and Determination. Unless Un-less otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s compliance with such 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 satisfactory to the Borrower and the Required Lenders. Notwithstanding References herein to particular columns, lines or sections of any other provision contained hereinPerson’s Annual Statement shall be deemed, where appropriate, to be references to the corresponding columns, lines or sections of such Person’s Quarterly Statements, or if no such corresponding column, line or section exists or if any report form changes, then to the corresponding item referenced thereby. In the event the columns, lines or sections of the Annual Statement referenced herein are changed or renumbered, all terms of an accounting or financial nature used herein such references shall be construeddeemed references to such column, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (line or any other Financial Accounting Standard having a similar result section as so renumbered or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined thereinchanged.

Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower Holdings delivered pursuant to Section 5.1(a); provided, provided that if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower wishes Borrowers wish to amend the any covenant in Section 5.2 Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower Borrowers that the Required Lenders wish to amend Section 5.2 Article VI for such purpose), then the Borrower’s Borrowers’ compliance with such 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 satisfactory to the Borrower Borrowers and the Required Lenders. 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 Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Consolidated Funded Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of the Borrower any Loan Party at “fair value”, as defined therein.