Common use of Accounting Terms; GAAP Clause in Contracts

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in without giving effect and applied immediately before to such change in GAAP becomes effectiveor in the application thereof that is the subject of such notice until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if GAAP is amended or revised subsequent to the date hereof to cause operating leases to be treated as capitalized leases, then such change shall not be given effect hereunder, and those types of leases which were treated as operating leases as of the date hereof shall continue to be treated as operating leases and not capitalized leases. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) for the avoidance of doubt, except as provided in the definition of “Consolidated Net Income”, without giving effect to the financial condition, results and performance of the Unrestricted Subsidiaries.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any changes in GAAP occurring after the Closing Date, the effect of which would be to cause leases which would be treated as operating leases under GAAP as of the Closing Date to be treated as capital leases under GAAP.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders or the Required FILO Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower covenants or any Subsidiary at “fair value”, as defined therein and agrees with the Lenders that whether (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all determinations relating to fair value accounting for liabilities or compliance with times be valued at the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any changes in GAAP occurring after the Closing Date, the effect of which would be to cause leases which would be treated as operating leases under GAAP as of the Closing Date to be recorded as a liability/debt on the Borrower’s statement of financial position under GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 800-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 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 and (iii) without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard Codification 825having a similar effect or result) (and related interpretations) (collectively, “ASC 842”) to the extent the effect of which would be to cause leases which would be treated as operating leases under GAAP immediately prior to the effectiveness of ASC 842 to be recorded as a liability/debt on the Borrower’s statement of financial position under GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in without giving effect and applied immediately before to such change in GAAP becomes effectiveor in the application thereof that is the subject of such notice until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard Nohaving 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. 159 Notwithstanding any changes in GAAP after December 31, 2018, any lease of the Company or Accounting Standard Codification 825its Subsidiaries that would be characterized as an operating lease under GAAP in effect on December 31, 2018, whether such lease is entered into before or after December 31, 2018, shall not constitute Indebtedness or a Finance Lease Obligation of the Company or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of Parent or any Subsidiary at “fair value”, as defined therein and (ii) for purposes of determinations of the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, GAAP shall be construed as in effect on the Closing Date. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower notifies or the Administrative Agent that Agent, the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, the Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders provided that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions provisions of this Agreement in effect on the date of such Accounting Change shall remain in effect until the effective date of such amendment. “Accounting Change” shall mean any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants. Notwithstanding anything to the contrary above or in the definition of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all leases to be capitalized, only those leases that would result or would have resulted in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the date hereof) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower covenants or any Subsidiary at “fair value”, as defined therein. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided hereinherein (including pursuant to the definition of Capital Lease Obligations and Consolidated Capital Expenditures), all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if notwithstanding anything to the contrary herein, (i) all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Restricted Subsidiary at “fair value”, as defined therein, (ii) for purposes of determinations of the Fixed Charge Coverage Ratio, the First Lien Leverage Ratio and the Senior Secured Leverage Ratio, GAAP shall be construed as in effect on the Closing Date and (iii) for purposes of determining compliance with any provision of this Agreement and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP that becomes effective on or after the Closing Date that would require treating any lease (or similar arrangement) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on the Closing Date. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower notifies or the Administrative Agent that Agent, the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, the Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until provided that if such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and notice is given then the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions provisions of this Agreement shall be made in effect on the basis that date of such Accounting Change shall remain in effect until the Borrower has not adopted effective date of such amendment. “Accounting Change” shall mean any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standard No. 159 or Accounting Standard Codification 825Standards Board of the American Institute of Certified Public Accountants.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; , provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the First Lien Rent Adjusted Net Leverage Ratio, the Total Rent Adjusted Net Leverage Ratio, Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof on the operation of such provision (provision, regardless of whether any such notice is given before or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in GAAP becomes effective. Notwithstanding accordance herewith; provided, further, that if the foregoing or anything herein to the contraryBorrower so requests, the Borrower covenants and agrees with the Lenders Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof; provided, further, that whether all terms of an accounting or not the Borrower may at 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 time adopt election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing and for the avoidance of doubt, notwithstanding any change in GAAP after the date hereof that would require lease obligations that would be treated as operating leases as of the date hereof to be classified and accounted for as capital leases or anything otherwise reflected on the Borrowers’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations (whether entered into as of the date hereof or thereafter) shall be treated in the same manner as operating leases are treated on the date hereof. 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 the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or not the Borrower may at any time adopt other Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825any Subsidiary at “fair value”, as defined therein.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs (a) any change in GAAP or in the application thereof on the operation of any provision hereof or (b) any change in the historical accounting practices, systems or reserves relating to the components of the Borrowing Base that is adverse to the Lenders in any material respect, and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change, then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition herein shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied applied, or based on the historical accounting practices, systems or reserves in effect, in each case, immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith, and the Borrower Representative, the Administrative Agent and the Lenders agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect or any successor thereto) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof the Borrower migrates to IFRS or there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such migration to IFRS or change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such migration to IFRS or change in GAAP or in the application thereof, then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such migration or change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made (a) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party, the Borrower covenants or any Subsidiary at “fair value”, as defined therein and agrees with the Lenders that whether (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all determinations relating to fair value accounting for liabilities or compliance with times be valued at the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825full stated principal amount thereof.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith, and the Borrower Representative, the Administrative Agent and the Lenders agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 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 and (iii) without giving effect to any change in GAAP occurring after the Effective Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standard Codification 825Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Effective Date.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Original Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any changes in GAAP occurring after the Amendment No. 159 or Accounting Standard Codification 8252 Effective Date, the effect of which would be to cause leases which would be treated as operating leases under GAAP as of the Amendment No. 2 Effective Date to be treated as capital leases under GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, that (a) if the Borrower Company notifies the Administrative Agent Required Lenders that the Borrower Company requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then (i) such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) if requested by the Required Lenders, the Company shall provide to the the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of any ratio or requirement made hereunder before and after giving effect to such change in GAAP becomes effective. Notwithstanding the foregoing and (b) notwithstanding any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants (A) without giving effect to any election under Accounting Standards Codification 825, The Fair Value Option for Financial Assets and agrees with the Lenders that whether Financial Liabilities (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Debt of the Company or any Subsidiary at “fair value”, as defined therein and (B) without giving effect to any treatment of Debt under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or Accounting Standard Standards Codification 8252015-03, all determinations relating to fair value accounting for liabilities Interest (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly If at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, basket, requirement or other provision set forth in any Loan Document, and either the Parent Borrower or the Required Lenders shall so request, the Administrative Agent and the Parent Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided hereinthat until so amended, all terms of an accounting (i) (A) such ratio, basket, requirement or financial nature other provision shall continue to be construed computed or interpreted in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on prior to such change therein and (B) the operation of such provision (or if Parent Borrower shall provide to the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree a written reconciliation in form and substance reasonably satisfactory to enter into negotiations in good faith in order the Administrative Agent, between calculations of such ratio, basket, requirement or other provision made before and after giving effect to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effectiveor the application thereof or (ii) the Parent Borrower may elect to fix GAAP (for purposes of such ratio, basket, requirement or other provision) as of another later date notified in writing to the Administrative Agent from time to time. Notwithstanding the foregoing foregoing, for purposes of determining compliance with any covenant (including the computation of the Financial Covenant) contained herein, Indebtedness of the Parent Borrower and its Subsidiaries shall be determined without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether any other Accounting Standards Codification or not the Borrower may at any time adopt Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing or anything herein to the contrarycontrary set forth herein, to the Borrower covenants and agrees with the Lenders that extent a change in GAAP occurs (whether or not such change is, as of the Borrower may at date hereof, already scheduled to occur after the date hereof) which results in operating leases being treated or classified as capital leases or which reclassifies capital leases using different terminology (e.g., as “finance leases”), such change shall not be given effect under the Loan Documents (including, without limitation, in any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825computation of financial covenants), all determinations relating and the Loan Parties and the Subsidiaries shall continue to fair value accounting for liabilities or compliance provide financial reporting which differentiates between operating leases and capital leases (and otherwise treat consistently with the terms and conditions treatment thereof as of this Agreement shall be made the date hereof), in each case in accordance with GAAP as in effect on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825date hereof.

Accounting Terms; GAAP. Except as otherwise expressly If at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, basket, requirement or other provision set forth in any Loan Document, and either the Parent Borrower or the Required Lenders shall so request, the Administrative Agent and the Parent Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided hereinthat until so amended, all terms of an accounting (i) (A) such ratio, basket, requirement or financial nature other provision shall continue to be construed computed or interpreted in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on prior to such change therein and (B) the operation of such provision (or if Parent Borrower shall provide to the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree a written reconciliation in form and substance reasonably satisfactory to enter into negotiations in good faith in order the Administrative Agent, between calculations of such ratio, basket, requirement or other provision made before and after giving effect to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effectiveor the application thereof or (ii) the Parent Borrower may elect to fix GAAP (for purposes of such ratio, basket, requirement or other provision) as of another later date notified in writing to the Administrative Agent from time to time. Notwithstanding the foregoing foregoing, for purposes of determining compliance with any covenant (including the computation of the Financial Covenant) contained herein, Indebtedness of the Parent Borrower and its Subsidiaries shall be determined without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether any other Accounting Standards Codification or not the Borrower may at any time adopt Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 (or successor standard solely as such successor standard relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard Codification 825No. 141(R) (or successor standard solely as such successor standard relates to fair valuing liabilities), all determinations relating to fair value accounting for liabilities or of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 (or such successor standard solely as such successor standard relates to fair valuing liabilities) or, in the case of assets or liabilities acquired in an acquisition, Financial Accounting Standard Codification 825No. 141(R) (or such successor standard solely as such successor standard relates to fair valuing liabilities); except in each case that for purposes of calculating compliance with the financial covenants in Section 6.07 after any such adoption, or for any period ending after any such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 (or successor standard solely as such successor standard relates to fair valuing liabilities) or Financial Accounting Standard No. 141(R) (or successor standard solely as such successor standard relates to fair valuing liabilities), as applicable. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as in effect on the Effective Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP in a manner consistent with that used in preparing the financial statements of the Borrower. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth herein, and the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such change therein and the Borrower shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation together with the delivery of quarterly and annual financial statements required hereunder. For purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAPconstrued, as in and all computations of amounts and ratios referred to herein shall be made (i) without giving effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision election under Accounting Standards Codification 000-00-00 (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing other Accounting Standards Codification or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if GAAP becomes effectiverequires the Borrower subsequent to the Effective Date to cause operating leases to be treated as capitalized leases or otherwise to be reflected on such Person’s balance sheet, then such change shall not be given effect hereunder, and those types of leases which were treated as operating leases as of the Effective Date shall continue to be treated as operating leases that would not otherwise be required to be reflected on such Person’s balance sheet. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value,” as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith; provided further that in the event the Borrower requests such an amendment, the Administrative Agent and the Required Lenders shall negotiate in good faith to evaluate such proposed amendment. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Restatement Effective Date and any similar lease entered into after the Restatement Effective Date by the Borrower or any Subsidiary shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. For purposes of calculating all financial covenants and all other covenants, any Acquisition or any sale or other disposition outside the ordinary course of business by any Loan Party of any asset or group of related assets in one or a series of related transactions, including the incurrence of any Indebtedness and any related financing or other transactions in connection with any of the foregoing, occurring during the period for which such matters are calculated shall be deemed to have occurred on the first day of the relevant period for which such matters were calculated on a Pro Forma Basis. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effectiveor the application thereof; provided, further, that 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 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding If the foregoing Borrower notifies the Administrative Agent that the Borrower (or anything herein its applicable Parent Company) is required to the contraryreport under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower covenants and agrees with the Lenders that whether or cannot the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating elect to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825report under GAAP).

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party, the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to timetime (except as otherwise provided in the definition of “GAAP”); provided thatprovided, that (i) if the Parent Borrower notifies the Administrative Agent that the Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith, and (ii) if such an amendment is requested by the Parent Borrower or the Required Lenders, then the Parent Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effectiveor the application thereof. Notwithstanding the foregoing All terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard Nohaving 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. 159 If the Parent Borrower notifies the Administrative Agent that the Parent Borrower (or Accounting Standard Codification 825its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, thereafter “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Parent Borrower cannot elect to report under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if GAAP becomes effectiveis amended or revised subsequent to the Effective Date to cause operating leases to be treated as capitalized leases, then such change shall not be given effect hereunder, and those types of leases which were treated as operating leases as of the Effective Date shall continue to be treated as operating leases and not capitalized leases. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value,” as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrarycontrary in this Agreement or any other Loan Document, 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 (a) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness of the Borrower covenants and agrees with the Lenders that whether or not the Borrower may any Subsidiary at “fair value”, as defined therein, (b) any time adopt treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (c) any valuation of Indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 159 2015-03, it being agreed that Indebtedness shall at all times be valued at the full stated principal amount thereof, and (d) any treatment of any lease (or Accounting Standard Codification 825, all determinations relating similar arrangement conveying the right to fair value accounting for liabilities use) as a capital lease where such lease (or compliance with the terms and conditions of this Agreement shall similar arrangement) would not have been required to be made so treated under GAAP as in effect on the basis that Effective Date, as a result of the Borrower has not adopted effectiveness of the Financial Accounting Standard No. 159 Standards Board Accounting Standards Codification 842 (or any other Accounting Standard Standards Codification 825having a similar result or effect) (and related interpretations).

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower Representative notifies the Administrative Agent that the Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower Representative or the Required Lenders, then the Borrower Representative and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of Intermediate Holdings, the Borrowers or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent Lender that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent Lender notifies the Borrower Representative that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard Codification 825having 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 determinations relating times be valued at the full stated principal amount thereof. Notwithstanding anything to fair value the contrary contained in this Section 1.04 or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for liabilities or compliance purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the terms date hereof shall be considered capital leases, and conditions of all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825delivered, as applicable, in accordance therewith.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, notwithstanding the foregoing or 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof; provided further that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP (including any change from GAAP to International Financial Reporting Standards) or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrarycontrary set forth herein, to the extent a change in GAAP occurs which results in operating leases being treated or classified as capital leases, such change shall not be given effect under the Loan Documents (including, without limitation, in any computation of financial covenants), and the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating Restricted Subsidiaries shall continue to fair value accounting for liabilities or compliance with the terms provide financial reporting which differentiates between operating leases and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825capital leases.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such [migration or] change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such is provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing and for the avoidance of doubt, notwithstanding any change in GAAP after December 31, 2018 that would require lease obligations that would be treated as operating leases as of the date hereof to be classified and accounted for as financing leases or anything otherwise reflected on the Borrowers’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations (whether entered into as of the date hereof or thereafter) shall be treated in the same manner as operating leases are treated on December 31, 2018. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (x) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or not the Borrower may at any time adopt other Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith, and the Company, the Administrative Agent and the Required Lenders agree to negotiate such modification in good faith as soon as practical as reasonably requested by the Company or the Administrative Agent in order to preserve the original intent of such provision in light of such change in GAAP. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP, as in effect from time to time; provided that, if . The Company will provide a written summary of material changes in GAAP applicable to the Borrower Company and in the consistent application thereof with each certificate delivered in accordance with Section 5.01(c) (which requirement for a written summary of material changes may be satisfied by including such summary in the Company’s public filings available on the SEC’s website at xxx.xxx.xxx). If the Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (provision, or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then (a) such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith, and (b) the Company shall provide to the Administrative Agent and the Lenders summary financial statements required under this Agreement or as requested hereunder setting forth an unaudited reconciliation between GAAP as in effect and applied immediately before such change and GAAP after giving effect to such change. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value”, as defined therein, (ii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements of the Company referred to in Section 3.04(a)(i) for all purposes of this Agreement, notwithstanding any change in GAAP becomes effective. Notwithstanding relating thereto, unless the foregoing or anything herein parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above, and (iii) all financial statements required to the contrary, the Borrower covenants be delivered pursuant to Sections 5.01(a) and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement 5.01(b) shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825prepared in accordance with GAAP, as in effect from time to time.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 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 and (iii) without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard Codification 825having a similar effect or result) (and related interpretations) (collectively, “ASC 842”) to the extent the effect of which would be to cause leases which would be treated as operating leases under GAAP immediately prior to the effectiveness of ASC 842 to be recorded as a liability/debt on the Borrower’s statement of financial position under GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) with respect to capital leases, the amounts of Capital Lease Obligations, any lease that was classified or accounted for as an operating lease as of (and any similar lease entered into after) the Effective Date in accordance with GAAP shall be classified or accounted for as an operating lease and not a capital lease, even though, as a result of a change in GAAP or the Borrower’s implementation of FASB ASC 840, such lease would be classified and accounted for as a capital lease under GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Sixth Amendment Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 (or successor standard solely as such successor standard relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard Codification 825No. 141(R) (or successor standard solely as such successor standard relates to fair valuing liabilities), all determinations relating to fair value accounting for liabilities or of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 (or such successor standard solely as such successor standard relates to fair valuing liabilities) or, in the case of assets or liabilities acquired in an acquisition, Financial Accounting Standard Codification 825No. 141(R) (or such successor standard solely as such successor standard relates to fair valuing liabilities); except in each case that for purposes of calculating compliance with the financial covenants in Section 6.07 after any such adoption, or for any period ending after any such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 (or successor standard solely as such successor standard relates to fair valuing liabilities) or Financial Accounting Standard No. 141(R) (or successor standard solely as such successor standard relates to fair valuing liabilities), as applicable. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as in effect on the Original Effective Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided thattime (provided, if that (i) notwithstanding anything to the Borrower notifies the Administrative Agent that the Borrower requests an amendment contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any provision hereof election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to eliminate value any Indebtedness or other liabilities of Parent or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the First Lien Net Leverage Ratio, the Total Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Ratio, GAAP shall be construed as in effect of on the Closing Date). In the event that any Accounting Change shall occur and such change occurring after the Effective Date results in GAAP or a change in the application thereof on the operation method of such provision (calculation of financial covenants, standards or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)terms in this Agreement, then Borrowerupon the written request of Parent or the applicable Administrative Agent, Parent, the applicable Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the BorrowerParent’s financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until that such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants Accounting Change shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting disregarded for liabilities or compliance with the terms and conditions purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by Parent of IFRS or (iii) any change in the application of accounting principles adopted by Parent from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before without giving effect to such change until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. 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 (including the foregoing computations and ratios referred to in Section 6.08) shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether any other Accounting Standards Codification or not the Borrower may at any time adopt Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value,” as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any change to, or modification of, or the phase-in of the effectiveness of any amendments to, GAAP which would require the capitalization of leases characterized as “operating leases” as of December 15, 2018 (it being understood and agreed, for the avoidance of doubt, that financial statements delivered pursuant to Sections 5.07(a) and 5.07(c) shall be prepared without giving effect to this sentence).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided provided, that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment wishes to amend any provision hereof covenant in Article VII or any related definition or other financial term used herein to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof occurring after the Effective Date on the operation of such provision covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition or other financial term used herein for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if such change had not been made; providedor in the application thereof, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, then the Borrower’s compliance with such financial covenants covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP or in the application thereof 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 (a) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Debt of the Borrower or any Subsidiary at “fair value”, as defined therein, (b) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such implementation would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect and applied immediately before such change on December 31, 2015, (c) any treatment of Debt in GAAP becomes effective. Notwithstanding the foregoing respect of convertible debt instruments under Accounting Standards Codification 470-20 (or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether any other Accounting Standards Codification or not the Borrower may at any time adopt Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof, and (d) any valuation of Debt below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 159 or Accounting Standard Codification 8252015-03, it being agreed that Debt shall at all determinations relating to fair value accounting for liabilities or compliance with times be valued at the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825full stated principal amount thereof.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825.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..

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required DIP Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of Second Amendment and Restatement Effective Date there occurs any change occurring after the Effective Date in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of, or to account for, such provision change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether without giving effect to any election under Statement of Financial Accounting Standards 159 (or not the Borrower may at any time adopt other Financial Accounting Standard Nohaving a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any Subsidiary at “fair value,” as defined therein. 159 In the event that historical accounting practices, systems or Accounting Standard Codification 825, all determinations reserves relating to fair value accounting the components of the U.S. Borrowing Base or Canadian Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, without limitation of the Administrative Agent’s right to establish Reserves as otherwise provided hereunder, the Administrative Agent may maintain additional reserves in respect of the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable, and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for liabilities the components of the U.S. Borrowing Base or compliance with Canadian Borrowing Base, as applicable) as may be required to eliminate the terms and conditions effects of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825such changes.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAPGAAP as in effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document or any financial definition of any other provision of any Loan Document, and Borrower or the Required Lenders shall so request, the Administrative Agent and the Specified Lender Advisors and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by the Required Lenders and Borrower); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change, and Borrower shall provide to the Administrative Agent and the Lenders within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Financial Officer of Borrower setting forth in reasonable detail the differences that would have resulted if such financial statements had been prepared without giving effect to such change. 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any valuation of Indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 2015-03, it being agreed that such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing, all liabilities under or in respect of any lease (whether now outstanding or at any time entered into or incurred) that, under GAAP as in effect on the Closing Date, would be accrued as rental and lease expense and would not constitute a capital lease obligation in accordance with GAAP as in effect on the Closing Date shall continue to not constitute a capital lease obligation, in each case, for purposes of the covenants set forth herein and all defined terms as used therein. Without limiting the foregoing, if at any time the SEC permits or requires United States reporting companies to use IFRS in lieu of GAAP for reporting purposes, Borrower may notify the Administrative Agent that it has elected to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean IFRS as in effect from time to time; provided that, if to the extent that such election would affect any financial ratio set forth in this Agreement or any requirement set forth in Section 5.01, (i) Borrower notifies shall provide to the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if financial statements and other documents reasonably requested by the Administrative Agent notifies or any Lender setting forth a reconciliation with respect to such ratio or requirement made before and after giving effect to such election and (ii) if Borrower, the Borrower that Administrative Agent or the Required Lenders request an amendment to any provision hereof for such purpose)shall so request, then Borrowerthe Administrative Agent, Administrative Agent the Required Lenders and the Lenders agree to enter into negotiations Borrower shall negotiate in good faith in order to amend such provisions ratio to preserve the original intent thereof in light of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825change.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment wishes to amend any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if such change had not been made; providedor in the application thereof, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, then the Borrower’s compliance with such financial covenants provision shall be determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectivea manner satisfactory to the Borrower and Required Lenders. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith, and the Borrower Representative, the Administrative Agent and the Lenders agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 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, and (iii) without giving effect to any change in GAAP occurring after the Effective Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standard Codification 825Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Effective Date.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)shall so request, then Borrowerthe Administrative Agent, Administrative Agent the Lenders and the Lenders agree to enter into negotiations Borrower shall negotiate in good faith in order to amend such provisions ratio or requirement to preserve the original intent thereof in light of the Agreement so as to equitably reflect such change in GAAP (subject to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and approval of the Required Lenders); provided further that, the Borrower’s compliance with (A) until so amended, such financial covenants ratio or requirement shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP becomes effectiveGAAP. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) with respect to capital leases, the amounts of Capital Lease Obligations, any lease that was classified or accounted for as an operating lease as of (and any similar lease entered into after) the Effective Date in accordance with GAAP shall be classified or accounted for as an operating lease and not a capital lease, even though, as a result of a change in GAAP or the Borrower’s implementation of FASB ASC 840 or other applicable accounting standard, such lease would be classified and accounted for as a capital lease under GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the Effective Date there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, (i) all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (a) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person (or any Subsidiary or Affiliate of such Person) shall be accounted for by such Person as an operating lease and not as Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided thatIn the event that historical accounting practices, if systems or reserves relating to the components of the Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, the Borrower notifies will agree to maintain such additional reserves (for purposes of computing the Administrative Agent that Borrowing Base) in respect of the components of the Borrowing Base and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of the Borrowing Base). 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 (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower requests an amendment at “fair value”, as defined therein and (ii) without giving effect to any provision hereof treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to eliminate value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the effect full stated principal amount thereof and (iii) obligations relating to a lease that was accounted for by such Person as an operating lease as of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP accounted for as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations obligations relating to fair value accounting for liabilities or compliance with the terms an operating lease and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825as obligations relating to a capital lease.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower Representative notifies the Administrative Agent that the Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower Representative or the Required Lenders, then the Borrower Representative and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. 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 (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the foregoing Company or any of its Subsidiaries at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding anything herein to the contrary, for the Borrower covenants purposes of calculating the Fixed Charge Coverage Ratio and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825components thereof, all determinations relating to fair value accounting for liabilities or compliance with Unrestricted Subsidiaries and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the terms and conditions of this Agreement elements thereof) shall be made on the basis that the excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to a Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825a Restricted Subsidiary, which shall be deemed to be income to such Borrower or such Restricted Subsidiary when actually received by it.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing and for the avoidance of doubt, notwithstanding any change in GAAP after the date hereof that would require lease obligations that would be treated as operating leases as of the date hereof to be classified and accounted for as financing leases or anything otherwise reflected on the Borrowers’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations (whether entered into as of the date hereof or thereafter) shall be treated in the same manner as operating leases are treated on the date hereof. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (x) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or not the Borrower may at any time adopt other Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard Nohaving 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. 159 For the avoidance of doubt, and without limitation of the foregoing, Convertible Securities shall at all times be valued at the full stated principal amount thereof and shall not include any reduction or Accounting Standard Codification 825appreciation in value of the shares deliverable upon conversion thereof.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Lufkin notifies the Administrative Agent that the Borrower Lufkin requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Lufkin that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP becomes effectiveresulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard Codification 825having 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 determinations relating times be valued at the full stated principal amount thereof. Any financial ratio required to fair value accounting for liabilities or compliance with the terms be maintained by Lufkin and conditions of its consolidated Subsidiaries pursuant to this Agreement shall be made on calculated by dividing the basis that appropriate component by the Borrower has not adopted Financial Accounting Standard No. 159 other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or Accounting Standard Codification 825down to the nearest number (with a rounding-up if there is no nearest number).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 3.01(e) (“GAAP, as in effect from time to time”); provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Debt or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard Nohaving a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. 159 For purposes of calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases and capital leases each in a manner consistent with its current treatment under generally accepted accounting principles as in effect on the Effective Date, notwithstanding any modifications or Accounting Standard Codification 825interpretive changes thereto that may occur thereafter.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or (a) All financial nature statements to be delivered pursuant to this Agreement shall be construed prepared in accordance with GAAP, GAAP as in effect from time to time; provided that, that if the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate reflect the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (thereof, or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose)a change, then Borrower, the Borrowers and the Administrative Agent and the Lenders agree shall negotiate in good faith to enter into negotiations in good faith in order an amendment of such affected provisions to amend such provisions of the Agreement so as to equitably reflect provide for such change in GAAP or the application thereof and/or to comply with GAAP with preserve the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after original intent thereof in light of such change in GAAP or the application thereof, in each case subject to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the approval of the Required Lenders, the Borrower’s compliance with and until such financial covenants amendment shall become effective, such provisions shall be determined on the basis of interpreted in accordance with GAAP as in effect immediately prior to such change; provided, further, that all terms of an accounting or financial nature used herein shall be construed, and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 800-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether any other Accounting Standards Codification or not the Borrower may at any time adopt Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if GAAP becomes effectiverequires the Borrower subsequent to May 12, 2017 to cause operating leases to be treated as capitalized leases, then such change shall not be given effect hereunder, and those types of leases which were treated as operating leases as of May 12, 2017 shall continue to be treated as operating leases and not capitalized leases. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value,” as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; time (provided thatthat (i) notwithstanding anything to the contrary herein, if all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio, GAAP shall be construed as in effect on the Closing Date). In the event that any “Accounting Change” as defined below shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the US Borrower notifies or the Administrative Agent that Agent, the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then US Borrower, the Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the US Borrower’s financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until provided that such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants Accounting Change shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting disregarded for liabilities or compliance with the terms and conditions purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by the US Borrower of IFRS or (iii) any change in the application of accounting principles adopted by the US Borrower from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 3.01(e) (“GAAP, as in effect from time to time”); provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Debt or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard Nohaving a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. 159 For purposes of calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases and capital leases each in a manner consistent with its current treatment under generally accepted accounting principles as in effect on the Effective Date, notwithstanding any modifications or Accounting Standard Codification 825interpretive changes thereto that may occur thereafter.

Accounting Terms; GAAP. Except (a) (i) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided thatthat (A) if any change in GAAP or in the application thereof or any change as a result of the adoption or modification of accounting policies (including (x) the conversion to IFRS as described below and (y) the impact of Accounting Standards Updates 2014-09 and 2016-12, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) is implemented or takes effect after the date of delivery of the financial statements described in Section 3.04(a) and/or there is any change in the functional currency reflected in the financial statements or (B) if the Borrower elects or is required to report under IFRS, the Borrower or the Required Lenders may request to amend the relevant affected provisions hereof (whether or not the request for such amendment is delivered before or after the relevant change or election) to eliminate the effect of such change or election, as the case may be, on the operation of such provisions and (x) the Borrower and the Administrative Consent Party shall negotiate in good faith to enter into an amendment of the relevant affected provisions (it being understood that no amendment or similar fee shall be payable to the Administrative Agent or any Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, as the case may be and (y) the relevant affected provisions shall be interpreted on the basis of GAAP and the currency, in each case, as in effect and applied immediately prior to the applicable change or election, as the case may be, until the request for amendment has been withdrawn by the Borrower or the Required Lenders, as applicable, or this Agreement has been amended as contemplated hereby. Any consent required from the Administrative Consent Party with respect to the foregoing shall not be unreasonably withheld, conditioned or delayed. If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided thereafter, the Borrower that the Required Lenders request an amendment cannot elect to any provision hereof for such purposereport under GAAP), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and that any calculation or determination in this Agreement that requires the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis application of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein for periods that include Fiscal Quarters ended prior to the contrary, the Borrower covenants and agrees application of IFRS will remain as previously calculated or determined in accordance with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (x) 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 ( or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any changes in GAAP becomes effective. Notwithstanding occurring after the foregoing or anything herein to the contraryClosing Date, the Borrower covenants effect of which would be to cause leases which would be treated as operating leases under GAAP as of the Closing Date to be treated as capital leases under GAAP; and agrees with the Lenders that whether or not the Borrower may (y) if at any time adopt Financial Accounting Standard No. 159 after the date hereof, the provisions of Section 1.2 of the Revolving Credit Agreement (or Accounting Standard Codification 825the corresponding provisions in any amended, all determinations relating replacement or refinancing facility referred to fair value accounting for liabilities or compliance with below) shall be amended, such provisions of any such amendment shall apply, mutatis mutandis, to the terms and conditions corresponding provisions of this Agreement Section 1.2, which shall automatically be made on deemed to be amended to give effect thereto upon the basis that effectiveness of such amendment, replacement or refinancing with no further action required by the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825parties hereto.

Accounting Terms; GAAP. Except as otherwise expressly provided hereinherein including the definition of Capital Lease Obligations, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the Second Amendment Effective Date there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard Codification 825having 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 determinations relating times be valued at the full stated principal amount thereof. Any financial ratios required to fair value accounting for liabilities or compliance with be maintained by the terms and conditions of Borrowers pursuant to this Agreement shall be made on calculated by dividing the basis that appropriate component by the Borrower has not adopted Financial Accounting Standard No. 159 other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or Accounting Standard Codification 825down to the nearest number (with a rounding-up if there is no nearest number).

Accounting Terms; GAAP. Except as otherwise expressly provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting or financial terms used in this Agreement (and all defined terms used in the definition of any such accounting or financial term) shall have the respective meanings given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.1. In the event of any change in GAAP after the date hereof, and if such change would affect any such computation (including the computation of any of the financial covenants set forth in Section 5.10) or determination, or the meaning of any such accounting or financial term or any defined term used in the definition of any such financial or accounting term, then the parties hereto agree to endeavour, in good faith, to agree upon an amendment to this Agreement that would adjust such computation, determination or meaning in a manner that would preserve the original intent thereof but in accordance with the GAAP as so changed, provided that, until so amended such computation, determination or meaning shall, for purposes of this Agreement, continue to be governed by GAAP as in effect immediately prior to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAPconstrued, as in and all computations of amounts and ratios referred to herein shall be made (i) without giving effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof election under Accounting Standards Codification 000-00-00 (previously referred to eliminate the effect as Statement of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision Financial Accounting Standards 159) (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing other Accounting Standards Codification or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any change to, or modification of, GAAP which would require the capitalization of leases characterized as “operating leases” as of the Closing Date.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application 44 thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. 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 (1) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the foregoing Company or any of its Subsidiaries at “fair value”, as defined therein and (2) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding anything herein to the contrary, for the Borrower covenants purposes of calculating the Fixed Charge Coverage Ratio and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825components thereof, all determinations relating to fair value accounting for liabilities or compliance with Unrestricted Subsidiaries and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the terms and conditions of this Agreement elements thereof) shall be made on the basis that the excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to a Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825a Restricted Subsidiary, which shall be deemed to be income to such Borrower or such Restricted Subsidiary when actually received by it.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding In the foregoing or anything herein to the contraryevent of any such change in GAAP, the Borrower covenants and agrees parties hereto agree to enter into good faith negotiations in order to amend such provisions requested to be amended by the Company or the Required Lenders so as to equitably reflect such changes with the Lenders desired result that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting criteria for liabilities or evaluating compliance with the terms and conditions of this Agreement shall be made on the basis that same as if such changes had not been made. For purposes of determining the Borrower has not adopted amount of Indebtedness outstanding hereunder or determining Consolidated Net Tangible Assets or Consolidated Net Worth, no effect shall be given to (a) any election by the Company to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standard Standards Board Accounting Standards Codification 825-10- 25 (formerly known as FASB 159) or any similar accounting standard) or (b) any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board ASU No. 159 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or Accounting Standard Codification 825similar arrangement) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on January 2, 2016.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof the Borrower migrates to IFRS or there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such migration to IFRS or change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such migration to IFRS or change in GAAP or in the application thereof, then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such migration or change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made (a) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party, the Borrower covenants or any Subsidiary at “fair value”, as defined therein and agrees with the Lenders that whether (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all determinations relating to fair value accounting for liabilities or compliance with times be valued at the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided thattime (provided, if that (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the Interest Coverage Ratio, the First Lien Leverage Ratio and the Total Leverage Ratio, GAAP shall be construed as in effect on the Closing Date). In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower notifies or the Administrative Agent that Agent, the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, the Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until that such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants Accounting Change shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting disregarded for liabilities or compliance with the terms and conditions purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by Holdings of IFRS or (iii) any change in the application of accounting principles adopted by Holdings from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided thatprovided, that if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, (i) all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (x) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a Capital Lease Obligation under GAAP as in effect on the Effective Date shall not be treated as a Capital Lease Obligation solely as a result of the adoption of changes in GAAP.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, (a) all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (b) any obligations of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing as of December 31, 2015 that are recharacterized and required to be capitalized on the balance sheet of the lessee due to a change in GAAP effective after December 31, 2015 shall not be treated as Capital Lease Obligations for any purpose under this Agreement, but instead shall be accounted for as if they were operating leases for all purposes under this Agreement as determined under GAAP as in effect on December 31, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purpose of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP becomes effectiveresulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 842) issued May 16, 2013, or any successor proposal. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether (a) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly specifically provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; , provided that, that if the Borrower Company notifies the Administrative Global Agent and the Lenders that the Borrower Company requests an any amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof or on the operation of such provision (or if the Administrative Global Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrowerincluding without limitation, Administrative Agent and any change in the Lenders agree to enter into negotiations treatment of Capital Leases and/or Operating Leases that affects the covenants (financial or otherwise) set forth in good faith in order to amend this Agreement, regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such the relevant change in GAAP becomes became effective, until either such notice is withdrawn or such provision(s) is/are amended in a manner satisfactory to the Company, the Global Agent and the Required Lenders as contemplated by the following sentence. In furtherance of the foregoing, at the request of the Company, the Parent, the Company, the Global Agent and the Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP upon the covenants (financial or otherwise) at no cost to the Company other than the reimbursement of the Global Agent’s costs and expenses as contemplated by Section 11.01. Notwithstanding the foregoing foregoing, all financial covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or anything herein any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof (“FAS 159”), provided that to the contraryextent any financial statements delivered hereunder are prepared giving effect to FAS 159, the Borrower covenants and agrees with Company shall provide to the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating Global Agent a reconciliation of such financial statements without giving effect to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825FAS 159.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower requests an amendment Company wishes to amend any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if such change had not been made; providedor in the application thereof, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and then the Required Lenders, the BorrowerCompany’s compliance with such financial covenants provision shall be determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectivea manner satisfactory to the Borrowers and the Required Lenders. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standard Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard Nohaving 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. 159 Notwithstanding any change in GAAP after the Effective Date that would require obligations that would be classified and accounted for as an operating lease under GAAP as existing on the Effective Date to be classified and accounted for as capital leases or Accounting Standard Codification 825otherwise reflected on the consolidated balance sheet of the Company and its Subsidiaries, such obligations shall continue to be treated as operating leases for all purposes under this Agreement (except for purposes of the income statement of the Company and its Subsidiaries, on which obligations shall be classified as GAAP irrespective of any change in GAAP after the Effective Date).

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825, all determinations relating effect) to fair value accounting for any Indebtedness or other liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the Closing Date there occurs (a) any change in GAAP or in the application thereof on the operation of any provision hereof or (b) any change in the historical accounting practices, systems or reserves relating to the components of the Borrowing Base that is adverse to the Lenders (or “Lenders” as defined in the Term Credit Agreement) in any material respect, and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change, then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition herein shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied applied, or based on the historical accounting practices, systems or reserves in effect, in each case, immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith, and the Borrower Representative, the Administrative Agent and the Lenders agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect or any successor thereto) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard Nohaving 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. 159 or Accounting Standard Codification 825.SECTION 1.05

Accounting Terms; GAAP. Except (a) (i) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that (A) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in toin GAAP or in the application thereof or any change as a result of the adoption or modification of accounting policies (including (x) the conversion to IFRS as described below and (y) the impact of Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) is implemented or takes effect after the date of delivery of the financial statements described in Section 3.04(a) and/or there is any change in the functional currency reflected in the financial statements or (B) if the Parent Borrower elects or is required to report under IFRS, the Parent Borrower or the Required Lenders may request to amend the relevant affected provisions hereof (whether or not the request for such amendment is delivered before or after the relevant change or election) to eliminate the effect of such change or election, as the case may be, on the operation of such provision provisions and (or if x) the Parent Borrower and the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree shall negotiate in good faith to enter into negotiations in good faith in order to amend such provisions an amendment of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result relevant affected provisions (it being understood that the criteria for evaluating the Borrower’s financial condition no amendment or similar fee shall be payable to the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent or any Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, as the case may be and (y) the Required Lenders, the Borrower’s compliance with such financial covenants relevant affected provisions shall be determined interpreted on the basis of GAAP and the currency, in each case, as in effect and applied immediately before such prior to the applicable change in GAAP becomes effectiveor election, as the case may be, until the request for amendment has been withdrawn by the Parent Borrower or the Required Lenders, as applicable, or this Agreement has been amended as contemplated hereby. Notwithstanding Any consent required from the Administrative Agent or any Required Lender with respect to the foregoing shall not be unreasonably withheld, conditioned or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825delayed.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all (a) All accounting terms of an accounting not specifically or financial nature completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except assuming that ASC 606 has been adopted for the entirety of the period and as otherwise specifically prescribed herein. (b) Where reference is made to “the Borrower and the Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any Subsidiaries of Holdings other than the Borrower and the Restricted Subsidiaries. (c) In the event that the Borrower elects to prepare its financial statements in accordance with GAAPIFRS and such election results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Total Net Leverage Ratio, the Total Net Cash Leverage Ratio, the LTV Ratio and the Contract Asset Balance Coverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in effect from time this Agreement shall continue to time; provided that, be calculated or construed in accordance with GAAP (as determined in good faith by a Responsible Officer of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred. (d) If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825.Agent

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. 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 (1) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the foregoing Company or any of its Subsidiaries at “fair value”, as defined therein and (1) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding anything herein to the contrary, for the Borrower covenants purposes of calculating the Fixed Charge Coverage Ratio and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825components thereof, all determinations relating to fair value accounting for liabilities or compliance with Unrestricted Subsidiaries and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the terms and conditions of this Agreement elements thereof) shall be made on the basis that the excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to a Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825a Restricted Subsidiary, which shall be deemed to be income to such Borrower or such Restricted Subsidiary when actually received by it.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of Second Amendment Effective Date there occurs any change occurring after the Effective Date in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of, or to account for, such provision change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether without giving effect to any election under Statement of Financial Accounting Standards 159 (or not the Borrower may at any time adopt other Financial Accounting Standard Nohaving a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any Subsidiary at “fair value,” as defined therein. 159 In the event that historical accounting practices, systems or Accounting Standard Codification 825, all determinations reserves relating to fair value accounting the components of the U.S. Borrowing Base or Canadian Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, without limitation of the Administrative Agent’s right to establish Reserves as otherwise provided hereunder, the Administrative Agent may maintain additional reserves in respect of the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable, and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for liabilities the components of the U.S. Borrowing Base or compliance with Canadian Borrowing Base, as applicable) as may be required to eliminate the terms and conditions effects of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825such changes.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs (a) any change in GAAP or in the application thereof on the operation of any provision hereof or (b) any change in the historical accounting practices, systems or reserves relating to the components of the Borrowing Base that is adverse to the Lenders in any material respect, and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change, then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition herein shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied applied, or based on the historical accounting practices, systems or reserves in effect, in each case, immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith, and the Borrower Representative, the Administrative Agent and the Lenders agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at 60 7860103.21 any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect or any successor thereto) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, notwithstanding the foregoing or 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, (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Staff Position APB 14-1 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; provided further that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP (including any change from GAAP to International Financial Reporting Standards) or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrarycontrary set forth herein, to the extent a change in GAAP occurs which results in operating leases being treated or classified as capital leases, such change shall not be given effect under the Loan Documents (including, without limitation, in any computation of financial covenants), and the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating Restricted Subsidiaries shall continue to fair value accounting for liabilities or compliance with the terms provide financial reporting which differentiates between operating leases and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825capital leases.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided thattime (provided, if that (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of the Borrower notifies or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the Interest Coverage Ratio, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, GAAP shall be construed as in effect on the Closing Date). In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower or the Administrative Agent that Agent, the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, the Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until that such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants Accounting Change shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting disregarded for liabilities or compliance with the terms and conditions purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by the Borrower of IFRS or (iii) any change in the application of accounting principles adopted by the Borrower from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided thattime (provided, if that (i) notwithstanding anything to the Borrower notifies contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Interest Coverage Ratio, GAAP shall be construed as in effect on the Closing Date). In the event that any Accounting Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Holdings or the Administrative Agent that Agent, Holdings, the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to shall enter into negotiations in good faith negotiations in order to amend such provisions of the this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s Holdings’ financial condition shall be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until that such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants Accounting Change shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting disregarded for liabilities or compliance with the terms and conditions purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by Holdings of IFRS or (iii) any change in the application of accounting principles adopted by Holdings from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any time adopt treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all determinations relating times be valued at the full stated principal amount thereof and (iii) to fair value accounting for liabilities or compliance treat operating leases and Finance Lease Obligations in a manner consistent with the terms and conditions of this Agreement shall be made current treatment under GAAP as in effect on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825Restatement Effective Date.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent Lender that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent Lender notifies the Borrower Representative that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 800-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard Codification 825having 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 determinations relating times be valued at the full stated principal amount thereof. Notwithstanding anything to fair value the contrary contained in this Section 1.04 or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for liabilities or compliance purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the terms date hereof shall be considered capital leases, and conditions of all calculations and deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825delivered, as applicable, in accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, notwithstanding the foregoing, for purposes of this Agreement (other than Section 5.01) GAAP shall be determined, all terms of an accounting or financial nature shall be construed, and all computations of amounts and ratios referred to herein shall be made, (a) without giving effect to any change thereto occurring after the Original Effective Date as a result of the adoption of any of the provisions set forth in the Accounting Standards Update 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Board in February 2016, or any other amendments to the Accounting Standards Codifications issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require the recognition of right-of-use assets and lease liabilities for leases or similar agreements that would not be classified as Capital Leases under GAAP as in effect on the Original Effective Date (any such change being referred to herein as the “Lease Accounting GAAP Change”) and (b) without giving effect to (i) any election under Accounting Standards Codification 825, Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Debt or other obligation of the Company or any of its Subsidiaries at “fair value”, as defined therein, or (ii) any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof; provided further that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Original Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825accordance herewith.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend regardless of whether any such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same notice is given before or after such change to comply with in GAAP as if or in the application thereof, then such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or not the Borrower may at any time adopt other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 825, all determinations relating to fair value accounting for liabilities 470-20 (or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted any other Accounting Standards Codification or Financial Accounting Standard No. 159 having a similar result or Accounting Standard Codification 825effect) 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.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAPGAAP as in effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document or any financial definition of any other provision of any Loan Document, and Borrower or the Required Lenders shall so request, the Administrative Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by the Required Lenders and Borrower); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change, and Borrower shall provide to the Administrative Agent and the Lenders within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Financial Officer of Borrower setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenants as set forth in Section 6.10) that would have resulted if such financial statements had been prepared without giving effect to such change. 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing, all liabilities under or in respect of any lease (whether now outstanding or at any time entered into or incurred) that, under GAAP as in effect on the Closing Date, would be accrued as rental and lease expense and would not constitute a capital lease obligation in accordance with GAAP as in effect on the Closing Date shall continue to not constitute a capital lease obligation, in each case, for purposes of the covenants set forth herein and all defined terms as used therein. Without limiting the foregoing, if at any time the SEC permits or requires United States reporting companies to use IFRS in lieu of GAAP for reporting purposes, Borrower may notify the Administrative Agent that it has elected to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean IFRS as in effect from time to time; provided that, if to the extent that such election would affect any financial ratio set forth in this Agreement or any requirement set forth in Section 5.01, (i) Borrower notifies shall provide to the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if financial statements and other documents reasonably requested by the Administrative Agent notifies or any Lender setting forth a reconciliation with respect to such ratio or requirement made before and after giving effect to such election and (ii) if Borrower, the Borrower that Administrative Agent or the Required Lenders request an amendment to any provision hereof for such purpose)shall so request, then Borrowerthe Administrative Agent, Administrative Agent the Required Lenders and the Lenders agree to enter into negotiations Borrower shall negotiate in good faith in order to amend such provisions ratio to preserve the original intent thereof in light of the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 or Accounting Standard Codification 825change.