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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital 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 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 date hereof Effective Date in GAAP or in the application thereof on the operation of such provision provision; provided, the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lenders); (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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith (provided, that in the ready case of any amendment that is solely for such an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010, and consistent determination of compliance the Proposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, 2011 and January 4, 2012, there shall be no amendment fees paid to the Lenders (but the Borrower shall be responsible for costs and expenses in accordance with the covenants set forth in Article VII, the Borrower will not change the last day terms of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelythis Agreement). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary Loan Party at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital 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 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable For purposes of the ready definitions of “Capital Lease” and consistent “Capital Lease Obligations” and determining compliance with any provision of this Agreement, the determination of compliance with 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 covenants set forth in Article VIIimplementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, the Borrower will not change the last day of its fiscal year from September 302010, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyany successor proposal. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Accounting Standards 159 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 Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (ii) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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, 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 (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision (including any definition) hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 and 842 (Leases) and other related lease accounting guidance as in effect on the Closing Date and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leases.

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, GAAP as in effect from time to time; provided that, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Effective Date 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable ; provided that the ready Borrowers, on the one hand, and consistent determination the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of compliance with the covenants set forth any such change in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 GAAP; and June 30, respectively. Notwithstanding (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 (ii) any change in GAAP that becomes effective occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or after any other proposals issued by the Third Restatement Effective Date that Financial Accounting Standards Board in connection therewith, in each case if such change would require operating leases 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 similarly to capital leasesunder GAAP as in effect on July 24, 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 the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital 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 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 date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Closing Date; provided that ASU No. 2016-02 Leases (Topic 842) (or any other Financial Accounting Standard having a similar result or effect) shall be deemed a change in GAAP after the Closing Date, regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness assets or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary herein, for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and with respect to any related definitionsTest Period, the determination Consolidated Leverage Ratio, Consolidated Total Assets, Consolidated EBITDA and Consolidated Leverage Ratio shall be calculated with respect to such period on a Pro Forma Basis; provided that, notwithstanding the forgoing, so long as any Privately Placed Notes are outstanding, determinations made in respect of whether a lease is to be treated as an operating lease or capital lease Priority Debt shall be made without giving effect to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa manner substantially identical as under such Privately Placed Notes.

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 GAAPwith, 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 set forth in any Loan Document, if the Borrower notifies and the Administrative Borrower, the Required Lenders, the Co-Collateral Agent that or the Borrower requests an amendment to any provision hereof to eliminate Agent shall so request, the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Co-Collateral Agents and the Administrative Agent notifies Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless original intent thereof in light of whether any such notice is given before or after such change in GAAP (subject to approval by the Required Lenders and the Administrative Borrower); provided, that, until so amended, such ratio or requirement shall continue to be computed in the application thereof, then such provision shall be interpreted on the basis of accordance with GAAP as in effect and applied immediately before prior to such change therein, and the Administrative Borrower shall have become effective until such notice shall have been withdrawn provide to the Agent and the Lenders within five days after delivery of each certificate or such provision amended financial report required hereunder that is affected thereby a written statement of a Financial Officer of the Administrative Borrower setting forth in accordance herewith. To enable reasonable detail the ready and consistent determination of compliance with differences (including any differences that would affect any calculations relating to the financial covenants as set forth in Article VIISection 6.10) that would have resulted if such financial statements had been prepared as if such change had been implemented; provided, the Borrower will not change the last day of its fiscal year from September 30further, or the last days that obligations relating to a lease that were accounted for by a Person as an operating lease as of the first three fiscal quarters in each of its fiscal years from December 31, March 31 Closing Date and June 30, respectivelyany similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article VI shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary of its Subsidiaries at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital 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 that, 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 or the corresponding Accounting Standards Codification Topic, as applicable, having a similar effect); provided, further that, 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 date hereof in GAAP or in the application thereof 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, and for purposes the avoidance of determining compliance with any provision doubt, if such a notice is given regarding a change in GAAP after such change is adopted but prior to its becoming effective, then the Parent Borrower and the Administrative Agent shall, acting reasonably and in good faith, negotiate an amendment to the provisions 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 affected by such change in GAAP that to preserve the original intent of such provisions in light of such change (subject to the approval of the Required Lenders), which amendment shall take effect when such change in GAAP becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leaseseffective.

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 notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready , and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 159, 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 Holdings or any Subsidiary at “fair value”, as defined therein, or any other accounting principle if, in each case, such election or such other accounting principle results in the amount of such Indebtedness being below or above the stated principal amount of such Indebtedness, (ii) any change in GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards 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) would not have been required to be so treated under GAAP as in effect on the date hereof or (iii) 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) (and related interpretations) to value any such Indebtedness in a reduced or other liabilities of bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable . (b) Notwithstanding the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, foregoing Section 1.04(a) or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of by the Borrower or any Restricted Subsidiary at of its Subsidiaries to measure an item of Indebtedness using “fair value,” (as defined therein. Without limiting the foregoingpermitted by Financial Accounting Standards Board Accounting Standards Codification 000-00-00—Fair Value Option (formerly known as FASB 159) or any similar accounting standard), 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 all such computations shall be made instead using the “par value” of such Indebtedness. Notwithstanding anything to the contrary contained in Section 1.04(a), the definitions of “Capital Lease” or “Capital Lease Obligations” or any other provision in any Loan Document, any lease (whether such lease is in existence as of December 30, 2018 or entered into thereafter) that would constitute a capital lease in conformity with GAAP as in effect on December 30, 2018 (assuming for purposes hereof that any such future leases were in existence on December 30, 2018) shall be considered capital leases (without giving effect to the adoption or effectiveness of any change changes in, or changes in the application of, GAAP that becomes effective on after December 30, 2018 with respect thereto), and all calculations and deliverables under this Agreement or after any other Loan Document shall be made or delivered, as applicable, in accordance therewith and the Third Restatement Effective Date that would require operating leases to effects of FASB ASC 840 and FASB ASC 842 shall be treated similarly to capital leasesdisregarded.

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 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 date hereof First Restatement 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the any Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (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. Without limiting the foregoing, for purposes of determining compliance with Notwithstanding any other provision of this Agreement and any related definitionsor the other Loan Documents to the contrary, (x) the determination of whether a lease is constitutes a capital lease (or a financing lease) or an operating lease, and whether obligations arising under a lease are required to be treated capitalized on the balance sheet of the lessee thereunder and/or recognized as an operating lease or capital lease interest expense, shall be made without giving determined by reference to GAAP as in effect to any change in GAAP that becomes effective on or after the Third First Restatement Effective Date that would require operating leases to be treated similarly to capital leasesDate.

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 hereof to eliminate the effect of any change occurring after the date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision has been amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary herein, for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and with respect to any related definitionsTest Period, the determination of whether a lease is to be treated as an operating lease or capital lease Consolidated Leverage Ratio and Consolidated Secured Leverage Ratio shall be made without giving effect calculated with respect to any change in GAAP that becomes effective such period on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

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, (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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, thereof then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewithherewith and (b) all leases that would be treated as operating leases for purposes of GAAP on the date hereof shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations hereunder regardless of any change to GAAP following the date hereof that would otherwise require such leases to be treated as Capital Lease Obligations. To enable Whether or not the ready and consistent determination Borrower may at any time adopt Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard No. 159 (or successor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to FASB Statement of Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the covenants set forth in Article VII, terms and conditions of this Agreement shall be made on the basis that the Borrower will has not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under adopted FASB Statement of Financial Accounting Standards Standard No. 159 (or any other such successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, FASB Statement of Financial Accounting Standard having a similar result No. 141(R) (or effect) such successor standard solely as it relates to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesvaluing liabilities).

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 Representative notifies 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 date hereof 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable In the ready and consistent determination event that historical accounting practices, systems or reserves relating to the components of compliance with the covenants set forth Aggregate Borrowing Base or the Borrowing Base of any Borrower are modified in Article VIIa manner that is adverse to the Lenders in any material respect, the Borrower Borrowers will not change agree to maintain such additional reserves (for purposes of computing the last day Aggregate Borrowing Base and the Borrowing Base of its fiscal year from September 30, or each Borrower) in respect to the last days components of the first three fiscal quarters in Aggregate Borrowing Base and the Borrowing Base of each Borrower and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of its fiscal years from December 31, March 31 the Aggregate Borrowing Base and June 30, respectivelythe Borrowing Base of each Borrower). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and (a) all computations of amounts and ratios referred to herein in this Agreement shall be made, made without giving effect to any election under Statement of FASB ASC Topic 825 “Financial Accounting Standards 159 Instruments” (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Company or any Restricted Subsidiary its Subsidiaries at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance with therein and (b) Indebtedness shall not include 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 Third Restatement Effective Date obligations under leases that would require be classified as operating leases to be treated similarly to capital leasesunder GAAP as in effect on the date hereof, and the payments thereon shall not constitute interest expense.

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: (i) if at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, if basket, requirement or other provision set forth in any Loan Document, and either the Borrower notifies or the Required Lenders shall so request, the Administrative Agent that and the Borrower requests an amendment shall negotiate in good faith to any amend such ratio, basket, requirement or other provision hereof to eliminate preserve the effect original intent thereof in light of any change occurring after the 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), regardless of whether any such notice is given before or after 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 further that until so amended, (x) such ratio, basket, requirement or other provision shall continue to be computed or interpreted in accordance with GAAP or the application thereof prior to such change therein and (y) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio, basket, requirement or other provision made before and after giving effect to such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (ii) 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, (A) without giving effect to any election under Statement of Financial Accounting Standards 159 159, 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 Borrower or any Restricted Subsidiary at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or other liabilities of bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingfull stated principal amount thereof, 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 (C) without giving effect to any change in to GAAP that becomes effective on or occurring after the Third Restatement Effective Date that as a result of the adoption of any proposals set forth in the Proposed Accounting Standards 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 operating leases treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated similarly to capital leasesunder GAAP as in effect on the Effective Date.

Accounting Terms; GAAP. Except (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 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 date hereof in to GAAP or in the application thereof (including the conversion to IFRS as described below) is implemented 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 Administrative Borrower elects or is required to report under IFRS, the Administrative 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 Administrative Borrower and the Administrative Agent notifies the Borrower that the Required Lenders request 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 provision hereof for such purpose)Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, regardless of whether any such notice is given before or after such change in GAAP or in as the application thereofcase may be, then such provision (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 before such prior to the applicable change shall have become effective or election, as the case may be, until such notice shall have the request for amendment has been withdrawn by the Administrative Borrower or the Required Lenders, as applicable, or this Agreement has been amended as contemplated hereby and (z) after giving effect to any such provision amended amendment, the term “GAAP” as used herein shall be deemed to be a reference to IFRS; it being understood and agreed that the Administrative Borrower may not convert to GAAP after exercising its right or complying with any requirement to report under IFRS in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all clause (B) above. (ii) All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (or any other Accounting Standards Codification, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Administrative Borrower or any Restricted Subsidiary 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, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein. Without limiting , and such Indebtedness shall at all times be valued at the foregoingfull stated principal amount thereof. (b) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases (including leases that are classified as “Financing Leases” for purposes of determining compliance GAAP) in conformity with any provision of GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

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 accordance with 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 as otherwise specifically prescribed herein. (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in effect from this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Funded Debt to Consolidated EBITDA Ratio shall be calculated with respect to such period and all Specified Transactions occurring during such period on a Pro Forma Basis. (c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to timeamend 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, if until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower notifies shall provide to the Administrative Agent that and the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP Lenders financial statements and other documents required under this Agreement or in the application thereof on the operation as reasonably requested hereunder setting forth a reconciliation between calculations of such provision (ratio or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment requirement made before and after giving effect to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyGAAP. 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 herein, and the determination of Indebtedness hereunder, shall be made, made without giving effect to any election under Statement of Financial Accounting Standards 159 Board (FASB) Standard ASC 842 (Leases) (or any other Financial Accounting Standard applicable financial accounting standard having a similar result or effect) and related interpretations, in each case, to value the extent any Indebtedness lease (or other liabilities of similar arrangement conveying the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement and any related definitions, the determination of whether a lease is right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease or capital lease shall be made without giving under GAAP as in effect immediately prior to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leaseseffectiveness of the ASC 842.

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, (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 date hereof 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 change in GAAP or in the application thereof, thereof then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewithherewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP prior to the issuance on February 25, 2016 of the Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for the purposes of the Loan Documents hereunder (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Loan Documents. To enable Whether or not the ready and consistent determination Borrower may at any time adopt Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic 825-10 (or successor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to FASB Statement of Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the covenants set forth in Article VII, terms and conditions of this Agreement shall be made on the basis that the Borrower will has not change adopted FASB Accounting Standards Codification Subtopic 825-10 (or such successor standard solely as it relates to fair valuing liabilities) or, in the last day case of its fiscal year from September 30liabilities acquired in an acquisition, FASB Statement of Financial Accounting Standard No. 141(R) (or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelysuch successor standard solely as it relates to fair valuing liabilities). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other successor thereto (including pursuant to Financial Accounting Standard having a similar result or effect) Board Accounting Standard Codifications), to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair market value,” ”, as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital 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 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 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, herein all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting In the foregoingevent that historical accounting practices, for purposes systems or reserves relating to the components of determining compliance with the U.S. Borrowing Base or Canadian Borrowing Base are modified in a manner that is adverse to the Lenders in any provision material respect, without limitation of this Agreement and any related definitionsthe Administrative Agent’s right to establish Reserves as otherwise provided hereunder, the determination Administrative Agent may maintain additional reserves in respect of whether a lease is 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 the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable) as may be required 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 eliminate the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leaseseffects of such 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, 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 (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision (including any definition) hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 and 842 (Leases) and other related lease accounting guidance as in effect on December 31, 2018 and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leases.

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 accordance with 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 Borrower’s historical financial statements, except as in effect from time to timeotherwise specifically prescribed herein; provided thatprovided, however, that (i) 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 Accounting Change occurring after the date hereof in GAAP or in the application thereof Effective Date on the operation of such provision and (or ii) if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for to eliminate the effect of any Accounting Change occurring after the Effective Date on the operation of such purpose)provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereofAccounting Change, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before if such change shall have become effective Accounting Change had not occurred until such notice shall have has been withdrawn or such provision amended in accordance herewith. To enable , but only to the ready and consistent determination of compliance with the covenants set forth in Article VIIextent that, without material burden or expense, the Borrower, its auditors and/or its financial systems are capable of interpreting such provisions as if such Accounting Change had not occurred. (b) Where reference is made to “the Borrower will and its Restricted Subsidiaries, on a consolidated basis” or similar language, such consolidation shall not change the last day of its fiscal year from September 30, or the last days include any Subsidiaries of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Borrower other than Restricted Subsidiaries. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of the Financial Accounting Standards 159 (Board’s Accounting Standards Codification No. 825-Financial Instruments, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingtherein and (ii) all leases and obligations under any leases of any Person that are or would be characterized as operating leases and/or operating lease obligations in accordance with GAAP on January 1, 2016 (whether or not such operating leases and/or operating lease obligations were in effect on such date) shall continue to be accounted for as Non-Financing Lease Obligations (and not as Financing Leases and/or Financing Lease Obligations) for purposes of determining compliance with any provision of this Agreement and any related definitions, the determination regardless 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 Third Restatement Effective Date following such date that would otherwise require operating leases such obligations to be treated similarly to capital leasesrecharacterized as Financing Leases and/or Financing Lease Obligations. (d) For the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive agreement for the Disposition thereof has been entered into as discontinued operations, the Consolidated Net Income of such Person or business shall not be excluded from the calculation of Consolidated Net Income until such Disposition shall have been consummated.

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 U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the U.S. Borrower or any Restricted Subsidiary at “fair value,” as defined therein. (b) Notwithstanding anything to the contrary contained in Section 1.08(a) or in the definition of “Capitalized Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. Without limiting 2016-02, Leases (Topic 842) (“FAS 842”), to the foregoingextent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, for purposes of determining compliance with any provision of 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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 the Borrower Agent notifies the Administrative Agent that the Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Agent 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date; provided that ASU No. 2016-02 Leases (Topic 842) (or any other Financial Accounting Standard having a similar result or effect) shall be deemed a change in GAAP after the Effective Date, regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness assets or other liabilities of the Parent Entity, any Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary herein, (i) for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and with respect to any related definitionsTest Period, the determination of whether a lease is to be treated as an operating lease or capital lease Consolidated Leverage Ratio, Consolidated Total Assets, Consolidated EBITDA and Consolidated Secured Leverage Ratio shall be made without giving effect calculated with respect to such period on a Pro Forma Basis and (ii) for purposes of calculating any change consolidated amounts necessary to determine compliance by any Person and, if applicable, its Restricted Subsidiaries with any ratio or other financial covenant in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to this Agreement, Unrestricted Subsidiaries shall be treated similarly to capital leasesexcluded.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or the financial nature statements to be furnished to the Lenders pursuant hereto shall be construed made and prepared in accordance with GAAP, GAAP (except as set forth in effect from time the notes thereto or as otherwise disclosed in writing by the Lead Borrower to timethe Lenders); provided that, except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Holdings delivered pursuant to Section 5.1 of the Second Amended and Restated Credit Agreement for the fiscal year ended December 31, 2014; provided, further, that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Third Restatement Effective Date in GAAP or in the application thereof on the operation of such any provision hereof (including as a result of an election to apply IFRS) (or if the Administrative Agent notifies the Lead 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 change in GAAP (or such election) or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable At any time after the ready and consistent Third Restatement Effective Date, Parent may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any calculation or determination in this Agreement that requires the application of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three GAAP for periods that include fiscal quarters ended prior to Parent’s election to apply IFRS shall remain as previously calculated or determined in each of its fiscal years from December 31, March 31 and June 30, respectivelyaccordance with GAAP. Notwithstanding anything to the contrary in this Agreement or in any other provision Loan Document, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants 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 madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. 159 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting or requiring a Person to value its financial liabilities or Indebtedness at the fair value thereof and (b) if at any Indebtedness or other liabilities time the obligations of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes Person in respect 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 are required to be made without giving effect to any recharacterized as Capital Lease Obligations as a result of a change in GAAP that becomes effective on or (including as a result of an election to apply IFRS) after the Third Restatement Effective Date that Date, then for purposes hereof such Person’s obligations under such operating lease shall not, following the date of such recharacterization, be deemed Capital Lease Obligations and if after any such change in GAAP any Capital Lease Obligations would require constitute obligations in respect of an operating leases to lease, as defined and interpreted in accordance with GAAP as in effect and applied on the Third Restatement Effective Date, then the obligations under such lease shall not be treated similarly to capital leasesdeemed Capital Lease Obligations.

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 hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary contained in Section 1.04(a) 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 purposes of determining compliance hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with any provision of GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided that, that if the Borrower notifies Company, by notice to the Administrative Agent that the Borrower requests Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that or the Required Lenders Lenders, by notice to the Company, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall . (b) All pro forma computations required to be construed, and all computations of amounts and ratios referred to herein shall be made, without made hereunder giving effect to any election under Statement of Financial Accounting Standards 159 (Material Acquisition or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Material Disposition shall be calculated after giving pro forma effect thereto as if such transaction had occurred on the first day of the Borrower period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.03(a) or 5.03(b) (or, prior to the delivery of any Restricted Subsidiary at “fair value,” as defined therein. Without limiting such financial statements, ending with the foregoinglast fiscal quarter included in the financial statements referred to in Section 3.05(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, (i) in accordance with Article 11 of Regulation S-X under the Securities Act, if such Material Acquisition or Material Disposition would be required to be given pro forma effect in accordance with Regulation S-X for purposes of determining compliance preparing the Company’s annual and quarterly reports to the SEC, and (ii) in any event, on a reasonable basis consistent with accepted financial practice. If any provision Indebtedness bears a floating rate of this Agreement interest and any related definitionsis being given pro forma effect, the determination of whether a lease is to be treated as an operating lease or capital lease interest on such Indebtedness shall be made without giving calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to any change such Indebtedness if such Hedging Agreement has a remaining term in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesexcess of 12 months).

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, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the date hereof 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), the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); and regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith (provided, that, in the ready case of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010, and consistent determination of compliance with the covenants set forth in Article VIIProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, the Borrower will not change the last day of its fiscal year from September 302011 and January 4, or the last days of the first three fiscal quarters in each of its fiscal years from December 312012, March 31 and June 30, respectivelythere shall be no amendment fee). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of FASB ASC No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) Codification), to value any Indebtedness or other liabilities of Holdings, the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingNotwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of determining compliance with any provision GAAP as of this Agreement and any related definitions, the determination of whether a lease is date hereof shall continue to be treated as an operating lease or capital (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be made without giving effect to treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesdate hereof.

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, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof (including any definition) to eliminate the effect of any change occurring after the date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Borrower or any Subsidiary at “fair value” as defined therein. 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, (A) without giving effect to (x) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness at “fair value”, as defined therein, or (y) any other accounting principle that results in any Indebtedness being reflected on a balance sheet at an amount less than the stated principal amount thereof (or, in the case of Indebtedness issued at a discount (other than an underwriting discount) to stated principal amount, the issue price thereof plus accreted discount), (B) 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) (and related interpretations) to value any such Indebtedness in a reduced or other liabilities of bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingfull stated principal amount thereof, 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 (C) without giving effect to any change in accounting for leases pursuant to GAAP that becomes effective on or after resulting from the Third Restatement Effective Date that implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require operating leases treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated similarly to capital leasesunder GAAP as in effect on December 31, 2015.

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 GAAP, GAAP as in effect from time to time, subject to applicable “fresh-start” accounting principles (or similar treatments). 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, subject to applicable “fresh-start” accounting principles (or similar treatments), 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, if the until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change, and Borrower notifies shall provide to the Administrative Agent and the Lenders within five days after delivery of each certificate or financial report required hereunder that the is affected thereby a written statement of a Financial Officer of Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set setting forth in Article VII, reasonable detail the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelydifferences 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, made (i) without giving effect to any election under Statement of Financial Accounting Standards 159 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 Restricted 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 anything to the contrary in this Agreement or otherwise, (1) all liabilities under or in respect of any lease, whether now outstanding or any time entered into, incurred (including as a result of a refinancing or an acquisition otherwise permitted by this Agreement), amended or otherwise modified, that was treated (or, in the case of a refinancing, the original lease on the applicable asset was treated) as rental and lease expense on the Closing Date shall not constitute a capital lease obligation or Indebtedness for any purpose under the Loan Documents, and (2) all liabilities under or in respect of any lease that was entered into or incurred (including as a result of a refinancing or an acquisition otherwise permitted by this Agreement) after the Closing Date, is not a Synthetic Lease, and, after giving effect to any amendment or other modification thereto, would have been treated as rental and lease expense and not as a capital lease obligation under GAAP as in effect on the Closing Date, shall not constitute a capital lease obligation or Indebtedness for any purpose under the Loan Documents. 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 purposes reporting purposes, Borrower may notify the Administrative Agent that it has elected to so use IFRS in lieu of determining compliance with GAAP and, upon any provision of such notice, references herein to GAAP shall thereafter be construed to mean IFRS as in effect from time to time; provided that, 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 shall provide to the Administrative Agent financial statements and other documents reasonably requested by the Administrative Agent or any related definitions, the determination of whether Lender setting forth a lease is reconciliation with respect to be treated as an operating lease such ratio or capital lease shall be requirement made without before and after giving effect to any change such election and (ii) if Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and Borrower shall negotiate in GAAP that becomes effective on or after good faith to amend such ratio to preserve the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesoriginal intent thereof in light of such change.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided that, that amounts of Indebtedness and interest expense shall be calculated hereunder without giving effect to FAS 150 (Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity); 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 date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewithherewith (it being understood that the financial statements delivered under Section 5.01(a) or (b) shall in all cases be prepared in accordance with GAAP as in effect at the applicable time). To enable Anything in this Agreement to the ready contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Effective Date or entered into in the future) that is not (or would not be) required to be classified and consistent determination accounted for as a capital lease on the balance sheet of compliance with such Person under GAAP as in effect at the covenants set forth time such lease is entered into shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in, or (y) changes in Article VIIthe application of, GAAP after such lease is entered into. Any financial ratios required to be maintained by the Borrower will not change the last day of its fiscal year from September 30, pursuant to this Agreement (or the last days of the first three fiscal quarters required to be satisfied in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein order for a specific action to be permitted under this Agreement) shall be construedcalculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and all computations of amounts and ratios referred rounding the result up or down to herein shall be madethe nearest number (with a rounding up if there is no nearest number). The Leverage Ratio, without giving effect to any election under Statement of Financial Accounting Standards 159 (Consolidated EBITDA, Consolidated Total Debt, Consolidated Net Tangible Assets or any other Financial Accounting Standard having a similar result financial test or effect) to value ratio hereunder, for any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingspecified purpose hereunder, and for purposes of determining compliance with any provision of this Agreement and any related definitionsthe covenant under Section 6.05, 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 calculated on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or the financial nature statements to be furnished to the Lenders pursuant hereto shall be construed made and prepared in accordance with GAAP, GAAP (except as set forth in effect from time the notes thereto or as otherwise disclosed in writing by the Lead Borrower to timethe Lenders); provided that, except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Holdings included in the annual report on Form 10-K filed by Holdings with the SEC for the fiscal year ended December 31, 2014; provided, further, that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Effective Date in GAAP or in the application thereof on the operation of such any provision hereof (including as a result of an election to apply IFRS) (or if the Administrative Agent notifies the Lead 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 change in GAAP (or such election) or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable At any time after the ready and consistent Effective Date, Parent may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any calculation or determination in this Agreement that requires the application of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three GAAP for periods that include fiscal quarters ended prior to Parent’s election to apply IFRS shall remain as previously calculated or determined in each of its fiscal years from December 31, March 31 and June 30, respectivelyaccordance with GAAP. Notwithstanding anything to the contrary in this Agreement or in any other provision Loan Document, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants 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 madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. 159 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting or requiring a Person to value its financial liabilities or Indebtedness at the fair value thereof and (b) if at any Indebtedness or other liabilities time the obligations of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes Person in respect 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 are required to be made without giving effect to any recharacterized as Capital Lease Obligations as a result of a change in GAAP that becomes effective on or (including as a result of an election to apply IFRS) after the Third Restatement Effective Date that Date, then for purposes hereof such Person’s obligations under such operating lease shall not, following the date of such recharacterization, be deemed Capital Lease Obligations and if after any such change in GAAP any Capital Lease Obligations would require constitute obligations in respect of an operating leases to lease, as defined and interpreted in accordance with GAAP as in effect and applied on the Effective Date, then the obligations under such lease shall not be treated similarly to capital leasesdeemed 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, that (a) if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company 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 in GAAP or in the application thereof, then (i) such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith and (ii) if requested by the ready and consistent determination of compliance with Administrative Agent or the covenants set forth in Article VIIRequired Lenders, the Borrower will not Company 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 any ratio or requirement made hereunder before and after giving effect to such change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 GAAP and June 30, respectively. Notwithstanding (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to any election under Statement of Financial Accounting Standards 159 Codification 825, The Fair Value Option for Financial Assets and Financial Liabilities (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Debt of the Borrower Company or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (B) without giving effect to any change treatment of Debt under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or Accounting Standards Codification 2015-03, Interest (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in GAAP that becomes effective on a reduced or after bifurcated manner as described therein, and such Debt shall at all times be valued at the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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 Borrowers notify the Administrative Agent that the Borrower requests an amendment to any provision hereof requires amendment to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Borrowers that the Required Lenders request an amendment to any provision hereof requires amendment for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been is withdrawn or such provision is amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, (a) for purposes of determining compliance with any provision covenant (including the computation of this Agreement any financial covenant) contained herein, Indebtedness and any related definitionsother liabilities of the Borrowers shall be deemed to be carried at 100% of the outstanding principal amount thereof, and, to the extent applicable, the determination effects of whether a lease is FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (b) all leases of the Borrowers and their respective Subsidiaries that would have been treated as operating leases for purposes of generally accepted accounting principles in the United States of America prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases had been treated prior to the issuance of the ASU for purposes of all financial definitions and calculations hereunder notwithstanding the fact that such leases are required in accordance with the ASU to be treated as Capital Lease Obligations in the financial statements to be delivered pursuant to Section 5.1. If generally accepted accounting principles in the United States of America, as in effect from time to time, are generally supplanted by the adoption of International Financial Reporting Standards, or if such standards exist as an operating lease alternative to generally accepted accounting principles in the United States and the Borrowers select such standards, and such adoption or capital lease such selection would alter the application of any provision of this Agreement, then such adoption or selection shall be made without giving effect to any treated as a “change in GAAP that becomes effective on or occurring after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesdate hereof in GAAP” for purposes of the foregoing sentence.

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 thatthat if, if after the Fourth Restatement Date, the Borrowers migrate to IFRS or 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 such migration to IFRS or any change occurring after the date hereof Fourth Restatement 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 migration to IFRS or such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such migration or change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 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 or any Restricted Subsidiary Loan Party at “fair value,” as defined therein. (b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations” or “Indebtedness,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. Without limiting 2016-02, Leases (Topic 842) (“FAS 842”), to the foregoingextent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, for purposes of determining compliance with any provision of 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable Notwithstanding the ready foregoing and consistent determination 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 otherwise reflected on the Borrowers’ consolidated balance sheet, for the purposes of determining compliance with the covenants set forth in Article VIIany covenant contained herein, the Borrower will not change the last day of its fiscal year from September 30, or the last days such obligations (whether entered into as of the first three fiscal quarters date hereof or thereafter) shall be treated in each of its fiscal years from December 31, March 31 and June 30, respectivelythe 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 herein shall be made, made (x) without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (y) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases to full stated principal amount thereof. For the avoidance of doubt, and without limitation of the foregoing, Convertible Securities shall at all times be treated similarly to capital leasesvalued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the shares deliverable upon conversion 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 date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII; provided, further, that if GAAP requires the Borrower will subsequent to May 12, 2017 to cause operating leases to be treated as capitalized leases, then such change shall not change the last day be given effect hereunder, and those types of its fiscal year from September 30leases which were treated as operating leases as of May 12, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 2017 shall continue to be treated as operating leases and June 30, respectivelynot capitalized leases. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any election under Statement of Financial Accounting Standards 159 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 Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (ii) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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, 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 (including any definition) hereof to eliminate the effect of any change occurring after the date hereof Original 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 (including any definition) hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Original Effective Date and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent, the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leases.

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 GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time on the date hereof unless otherwise agreed to time; provided thatby the Borrower and the Required Lenders. If, after the Effective Date, any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 5.01 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower and results in a change in any of the calculations required by Article VI (including Section 6.09) that would not have resulted had such accounting change not occurred, if requested by the Borrower notifies or the Administrative Agent, the parties hereto agree to enter into negotiations in good faith in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by Borrower shall be the same after such change as if such change had not been made (subject to the approval of the Required Lenders and not subject to any amendment fee or increase in pricing hereunder); provided, however, that (i) no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VI (including Section 6.09) shall be given effect until such provisions are amended to reflect such changes in GAAP and (ii) the Borrower shall provide to the Administrative Agent that and the Borrower requests an amendment Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between such calculations made before and after giving effect to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyGAAP. 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 this Agreement to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingcontrary, for all purposes of determining compliance with any provision during the term of this Agreement and any related definitionsother Loan Document, each lease that pursuant to GAAP as in effect on the determination of whether Effective Date would be classified as a capital lease is to be treated as or an operating lease or capital lease shall will continue to be made without giving effect to so classified, notwithstanding any change in GAAP characterization of that becomes effective on or after lease subsequent to the Third Restatement Effective Date that would require operating leases based on changes to be treated similarly to capital leasesGAAP or interpretation of GAAP.

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 the Total Secured Leverage Ratio and the Fixed Charge Coverage Ratio (and the financial definitions used therein) shall be construed in accordance with GAAP, as in effect from time to time; provided that, on the Closing Date and (i) if the Borrower notifies Borrower, by notice to the Administrative Agent that the Borrower requests Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof 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 or the Required Lenders Lenders, by notice to the Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready herewith and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Borrower Parent or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting If the foregoingBorrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, for purposes of determining compliance with “GAAP” shall mean international financial reporting standards pursuant to IFRS; provided that (1) any provision of such election once made shall be irrevocable (and shall only be made once), (2) all financial statements and reports required to be provided after such election pursuant to this Agreement shall be prepared on the basis of IFRS and (3) from and after such election, all ratios, computations and other determinations (A) based on GAAP contained in this Agreement shall be computed in conformity with IFRS and (B) in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided further that in the event of any related definitionssuch election by the Borrower, any Total Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds in this Agreement may be recalibrated to reflect the election to implement IFRS so long as (1) such recalibration is limited to changes in the calculation of such thresholds due to the effect of differences between GAAP and IFRS, (2) the recalibrated Total Secured Leverage Ratio and Fixed Charge Coverage Ratio shall be mutually agreed between the Administrative Agent and the Borrower, unless the Required Lenders have given notice of their objection to such recalibration with five (5) Business Days of receiving notice thereof, and (3) any such recalibration shall be done in a manner such that after giving effect to such recalibration, the determination recalibrated Total Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds shall be consistent with the intention of whether a lease is the respective Total Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds calculated under GAAP and set forth in this Agreement on the Closing Date. The Borrower shall give notice of any election to the Administrative Agent within 15 days of such election. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesincurrence of Indebtedness.

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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such is provision amended in accordance herewith. To enable Notwithstanding the ready foregoing and consistent determination for the avoidance of compliance with the covenants set forth doubt, notwithstanding any change in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from GAAP after December 31, March 31 2018 that would require lease obligations that would be treated as operating leases as of the date hereof to be classified and June 30accounted for as financing leases or otherwise reflected on the Borrowers’ consolidated balance sheet, respectivelyfor 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 herein shall be made, made (x) without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (y) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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 date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on December 31, 2015 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capital Lease Obligations) for purposes of determining compliance with any provision of this Agreement and any related definitions, the determination regardless 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 Third Restatement Effective Date following December 31, 2015 that would otherwise require operating leases such obligations to be treated similarly to capital leasesrecharacterized (on a prospective or retroactive basis or otherwise) as Capital Lease Obligations.

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 Agent notifies the Administrative Agent that the Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Agent 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Restatement Effective Date and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Parent Entity or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary herein, (i) for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and with respect to any related definitionsTest Period, the determination of whether a lease is to be treated as an operating lease or capital lease Consolidated Leverage Ratio, Consolidated Total Assets and Consolidated EBITDA shall be made without giving effect calculated with respect to such period on a Pro Forma Basis and (ii) for purposes of calculating any change consolidated amounts necessary to determine compliance by any Person and, if applicable, its Restricted Subsidiaries with any ratio or other financial covenant in GAAP that becomes effective on or after this Agreement (other than the Third Restatement Effective Date that would require operating leases to Unrestricted Subsidiary Cap), Unrestricted Subsidiaries shall be treated similarly to capital leasesexcluded.

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 hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of DB3/ 204690278.10 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. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (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. (a) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as defined therein. Without limiting the foregoinga capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, for purposes of determining compliance with any provision of 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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, 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. 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 Board Accounting Standards Codification 820 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary Loan Party at “fair value,” ”, as defined therein. Without limiting therein and (ii) in the foregoingevent of an accounting change that is effective for any Loan Party for periods ending after the Effective Date requiring that any leases that under GAAP as of the Effective Date are not required to be capitalized must be capitalized going forward, only those leases (assuming for purposes of determining compliance hereof that such leases were in existence on the Effective Date) that would constitute Capitalized Leases in conformity with any provision of GAAP on the Effective Date shall be considered Capitalized Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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 the Borrower notifies the Administrative Agent that the Borrower it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance Any reference to GAAP herein, when used with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days respect to combined financial statements of the first three fiscal quarters Guarantors, means generally accepted accounting principles in each of its fiscal years from December 31, March 31 and June 30, respectively. 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, the United States without giving effect to principles of consolidation inconsistent with the preparation of financial statements on a combined basis. (b) Notwithstanding any election under Statement provision to the contrary contained herein, in the event (i) Blackstone Group or the Guarantors effect a restatement of Financial Accounting Standards 159 its or their financial statements previously provided hereunder which restatement either (x) relates to the valuation of investment assets or (y) results from an accounting or similar change, requirement, policy or practice imposed or implemented on an industry-wide basis, and (ii) such restated financial statements do not indicate a material adverse change in the creditworthiness of the Guarantors and the Subsidiaries, taken as a whole, from that indicated by such previously provided financial statements to which the restatement relates, then such restatement shall not be deemed to constitute or provide the basis for a Default hereunder; provided, however, that if any other Financial Accounting Standard having a similar result or effectsuch restatement referred to in clause (y) to value above affects in any material respect the calculation of Total Indebtedness or other liabilities Combined EBITDA, then the provisions of paragraph (a) of this Section will apply as if such restatement resulted from a change in GAAP or in the application thereof, and at the request of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingRequired Lenders, for purposes of determining compliance with any provision the relevant provisions of this Agreement will be renegotiated by the Borrower and any related definitions, the determination of whether a lease is Lenders to be treated as an operating lease or capital lease shall be made without giving give effect to any change the intent of this Agreement as in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases effect prior to be treated similarly to capital leasessuch restatement.

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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting In the foregoingevent of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance hereof that such leases were in existence on the date hereof) that would constitute Capital Lease Obligations in conformity with GAAP on the date hereof shall be considered Capital Lease Obligations, and all calculations and deliverables under this Agreement or any provision other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent and the Lenders in accordance with the terms of this Agreement and after the date of any related definitionssuch accounting change, the determination of whether Borrower shall deliver a lease is schedule showing the adjustments necessary to be treated reconcile such financial statements with GAAP as an operating lease or capital lease shall be made without giving in effect immediately prior to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasessuch accounting change).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided thatthat amounts of Indebtedness and interest expense shall be calculated hereunder without giving effect to FAS 150 (Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity); 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewithherewith (it being understood that the financial statements delivered under Section 5.01(a) or (b) shall in all cases be prepared in accordance with GAAP as in effect at the applicable time). To enable Anything in this Agreement to the ready contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into in the future) that is not (or would not be) required to be classified and consistent determination accounted for as a capital lease on the balance sheet of compliance with such Person under GAAP as in effect at the covenants set forth in Article VII, time such lease is entered into shall not be treated as a capital lease solely as a result of (x) the Borrower will not change the last day adoption of its fiscal year from September 30any changes in, or (y) changes in the last days of application of, GAAP after such lease is entered into. Any financial ratios required to be maintained by the first three fiscal quarters Company pursuant to this Agreement (or required to be satisfied in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein order for a specific action to be permitted under this Agreement) shall be construedcalculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and all computations of amounts and ratios referred rounding the result up or down to herein shall be madethe nearest number (with a rounding up if there is no nearest number). The Leverage Ratio, without giving effect to any election under Statement of Financial Accounting Standards 159 (Consolidated EBITDA, Consolidated Total Debt, Consolidated Net Tangible Assets or any other Financial Accounting Standard having a similar result financial test or effect) to value ratio hereunder, for any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingspecified purpose hereunder, and for purposes of determining compliance with any provision of this Agreement and any related definitionsthe covenant under Section 6.05, 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 calculated on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

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, that (i) if the U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith and (ii) notwithstanding anything in GAAP to the ready and consistent determination contrary, for purposes of compliance with the covenants set forth in Article VIIall financial calculations hereunder, the Borrower will not change amount of any Indebtedness outstanding at any time shall be the last day stated principal amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount of such Indebtedness at any time shall be its fiscal year from September 30accreted amount at such time); provided, or the last days of the first three fiscal quarters in each of its fiscal years from December 31further, March 31 and June 30, respectively. Notwithstanding that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards 159 (Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standard having 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 result or effectarrangement) would not have been required to value any Indebtedness or other liabilities of be so treated under GAAP as in effect on the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting date hereof. (b) Notwithstanding anything to the foregoingcontrary herein, for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and any related definitionsAgreement, the determination of whether a lease is to be treated as an operating lease or capital lease Total Net Leverage Ratio and Senior Secured Net Leverage Ratio shall be made without giving effect to any change in GAAP that becomes effective calculated on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

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 timetime (except that, for purposes of Sections 6.09 and 6.10 and otherwise for purposes of determining the Consolidated Interest Coverage Ratio, the Total Net Leverage Ratio, the Total Senior Secured Leverage Ratio and any other financial ratio set forth herein, GAAP shall be determined on the basis of such principles in effect on the Effective Date and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 5.01(a)); provided that, that (i) 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready herewith and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to Accounting Standard having a similar result or effect) Codifications), to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting Notwithstanding any change in GAAP after the foregoingThird Amendment Effective Date (whether or not such change is, as of the Third Amendment Effective Date, scheduled to occur after the Third Amendment Effective Date) which, after giving effect to such change, would (1) have the effect of treating any leased property accounted 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 prior to such accounting change as a capital lease shall be made without or liability, (2) reclassify capital leases using different terminology (including “finance leases”) after giving effect to such accounting change or (3) otherwise alter the treatment on the financial statements of the Borrower of any change in GAAP that becomes effective on lease or after the Third Restatement Effective Date that would require operating leases obligations or payments made or to be treated similarly made with respect thereto, for all purposes of calculating Indebtedness, the Consolidated Interest Coverage Ratio, the Total Net Leverage Ratio and the Total Senior Secured Leverage Ratio and for any other purpose under this Agreement, the Borrower shall continue to capital leasesmake such determinations and calculations with respect to all leases (whether then in existence or thereafter entered into) in accordance with GAAP (as it relates to such issue) as in effect prior to such change and consistent with past practices.

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 Holdings notifies the Administrative Agent that the Borrower Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Holdings 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable At any time after the ready Closing Date, Holdings may elect (by written notice to the Administrative Agent) to change its financial reporting (both hereunder and consistent determination for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of compliance with audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if Holdings notifies the covenants set forth Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring as a result of the adoption of IFRS or in Article VII, the Borrower will not change application thereof on the last day operation of its fiscal year from September 30, such provision (or if the Administrative Agent notifies Holdings that the Administrative Agent or the last days Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, if, after the first three fiscal quarters adoption of IFRS by Holdings, Holdings notifies the Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change in each IFRS occurring after such adoption of its fiscal years from December 31IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Required Lenders request an amendment to any provision hereof for such purpose), March 31 regardless of whether any such notice is given before or after such change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and June 30, respectivelyapplied 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, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Accounting Standards 159 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 the Borrower Holdings or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 (ii) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases 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. For purposes of calculating Consolidated Net Income, Total Assets and Consolidated EBITDA under this Agreement and any other Loan Document, IGPHS shall be treated similarly to capital leasesas a Restricted Subsidiary of Holdings, notwithstanding the fact that IGPHS is an Unrestricted Subsidiary for all other purposes of the Loan Documents.

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 or financial nature Consolidated Adjusted EBITDA 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 date hereof 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 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII; provided, further, that if such an amendment is requested by the Borrower will not change the last day of its fiscal year from September 30, or the last days Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the first three fiscal quarters relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in each light of its fiscal years from December 31such change in GAAP or the application thereof; provided, March 31 and June 30further, respectively. Notwithstanding any other provision contained herein, 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, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (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 Restricted Subsidiary 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. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.10, all financial ratios and tests (including the Total Leverage Ratio and the amount of Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Without limiting Further, if since the foregoingbeginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of determining calculating actual compliance with Section 6.15(a), the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account). (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in the event of an accounting change (or any provision implementation of changes to GAAP contemplated and promulgated as of such date) requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or the financial nature statements to be furnished to the Lenders pursuant hereto shall be construed made and prepared in accordance with GAAP, GAAP (except as set forth in effect from time the notes thereto or as otherwise disclosed in writing by the Lead Borrower to timethe Lenders); provided that, except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Holdings delivered pursuant to Section 5.1 for the fiscal year ended December 31, 2018; provided, further, that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Fourth Restatement Effective Date in GAAP or in the application thereof on the operation of such any provision hereof (including as a result of an election to apply IFRS) (or if the Administrative Agent notifies the Lead 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 change in GAAP (or such election) or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable At any time after the ready and consistent Fourth Restatement Effective Date, Holdings may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any calculation or determination in this Agreement that requires the application of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three GAAP for periods that include fiscal quarters ended prior to Holding’s election to apply IFRS shall remain as previously calculated or determined in each of its fiscal years from December 31, March 31 and June 30, respectivelyaccordance with GAAP. Notwithstanding anything to the contrary in this Agreement or in any other provision contained hereinLoan Document, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 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 Lead Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting therein and (b) if at any time the foregoing, for purposes obligations of determining compliance with any provision Person in respect of this Agreement and any related definitions, the determination of whether a lease is to be treated as an operating lease are otherwise required to be characterized or recharacterized as capital or finance lease shall be made without giving effect to any obligations as a result of a change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require date hereof, then for purposes hereof such Person’s obligations under such operating leases to lease shall not, notwithstanding such characterization or recharacterization, be treated similarly to capital leasesdeemed Capital Lease Obligations.

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, (i) 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 date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith and (ii) notwithstanding anything in GAAP to the ready and consistent determination contrary, for purposes of compliance with the covenants set forth in Article VIIall financial calculations hereunder, the Borrower will not change amount of any Indebtedness outstanding at any time shall be the last day stated principal amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount of such Indebtedness at any time shall be its fiscal year from September 30accreted amount at such time); provided, or the last days of the first three fiscal quarters in each of its fiscal years from December 31further, March 31 and June 30, respectively. Notwithstanding that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any election under Statement change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards 159 (Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standard having 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 result or effectarrangement) would not have been required to value any Indebtedness or other liabilities of be so treated under GAAP as in effect on the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting date hereof. (b) Notwithstanding anything to the foregoingcontrary herein, for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and any related definitionsAgreement, the determination of whether a lease is to be treated as an operating lease or capital lease Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and First Lien Net Leverage Ratio shall be made without giving effect calculated with respect to any change in GAAP that becomes effective such period on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall will be construed in accordance with GAAP, as in effect from time to time; provided that, if notwithstanding anything to 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained contrary herein, all terms of an accounting or financial nature terms used herein shall will be construed, and all financial computations of amounts and ratios referred to herein shall pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standard Standards Board Accounting Standards Codification having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Holdings or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting In the foregoingevent that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of the financial covenant, standards or terms in this Agreement, then upon the written request of the Company or the Administrative Agent (acting upon the request of the Required Lenders), the Company, the Administrative Agent and the Required Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Company’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that such Accounting Change shall be disregarded for purposes of determining compliance with any provision of this Agreement until the effective date of such amendment. “Accounting Change” means (1) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (2) any change in the application of GAAP by Holdings or the Company. Notwithstanding anything to the contrary, (i) notwithstanding any change in GAAP after December 31, 2018 that would require lease obligations that would be treated as operating leases as of December 31, 2018 to be classified and accounted for as capital leases or finance leases or otherwise reflected on Holdings’ consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness and (ii) any related definitionslease that would have been considered an operating lease under GAAP in effect as of December 31, the determination of whether a lease is to 2018 shall be treated as an operating lease or capital lease for all purposes under this Agreement and the other Loan Documents, and obligations in respect thereof shall be made without giving effect to any change in GAAP that becomes effective on or after excluded from the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesdefinition of Indebtedness.

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 hereof to eliminate the effect of any change occurring after the date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable Any reference made in this Agreement or any other Loan Document to any consolidated financial statement or statements of Holdings and the ready Subsidiaries means such financial statement or statements prepared on a combined basis for Holdings and consistent determination of compliance with the covenants set forth in Article VIISubsidiaries pursuant to GAAP, not utilizing the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyequity method. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any Restricted Subsidiary of their respective Subsidiaries at “fair value,” ”, as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary contained in paragraph (a) above 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 purposes of determining compliance hereof that such leases were in existence on the Closing Date) that would constitute Capital Lease Obligations in conformity with any provision of GAAP on the Closing Date shall be considered Capital Lease Obligations, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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, 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready , and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 159, 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 Borrower or any Subsidiary at “fair value”, as defined therein, or any other accounting principle if, in each case, such election or such other accounting principle results in the amount of such Indebtedness being below or above the stated principal amount of such Indebtedness, (ii) any change in GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards 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) would not have been required to be so treated under GAAP as in effect on the date hereof or (iii) 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) (and related interpretations) to value any such Indebtedness in a reduced or other liabilities of bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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 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 date hereof 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower’s compliance with such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP or in the application thereof became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, a manner satisfactory to the Borrower will not change and the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyRequired Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construedconstrued (other than for purposes of Sections 4.05(a), 6.03(a) and 6.03(b)), and all computations of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Statement 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 159 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 on December 31, 2018, (c) 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 having a similar result or effect) (and related interpretations) to value any Indebtedness such Debt in a reduced or other liabilities 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. 2015-03, it being agreed that Debt shall at all times be valued at the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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, 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 date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with Notwithstanding any other provision of this Agreement and any related definitionsor the other Loan Documents to the contrary, the determination of whether a lease is constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be treated capitalized on the balance sheet of the lessee thereunder and/or recognized as an operating lease or capital lease interest expense, shall be made without giving effect determined by reference to GAAP prior to the effectiveness of FASB ASC 842. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.05, all financial ratios and tests (including the Total Leverage Ratio and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any change in GAAP that becomes effective Reference Period during which any Subject Transaction occurs shall be calculated with respect to such Reference Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Reference Period and on or after prior to the Third Restatement Effective Date date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that would require operating leases to subsequently was merged, amalgamated or consolidated with or into the Borrower or any joint venture since the beginning of such Reference Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be treated similarly to capital leasescalculated on a Pro Forma Basis for such Reference Period as if such Subject Transaction had occurred at the beginning of the applicable Reference Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating actual compliance with Section 6.11, the date of the required calculation shall be the last day of the Reference Period, and no Subject Transaction occurring thereafter shall be taken into account).

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 date hereof 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 that the Required Lenders request an amendment to any provision hereof for such purpose)provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable ; provided, further, that if the ready and consistent determination of compliance with the covenants set forth in Article VIIBorrower so requests, the Borrower will not 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 the last day of its fiscal year from September 30, in GAAP or the last days of the first three fiscal quarters in each of its fiscal years from December 31application thereof; provided, March 31 and June 30further, respectively. Notwithstanding any other provision contained herein, 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, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (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 Restricted Subsidiary 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. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.11, all financial ratios and tests (including the First Lien Rent Adjusted Net Leverage Ratio, the Total Rent Adjusted Net Leverage Ratio and the amount of Consolidated Total Assets, Consolidated Adjusted EBITDAR and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Without limiting Further, if since the foregoingbeginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (i) any Subject Transaction has occurred or (ii) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (or, in the case of Consolidated Total Assets (or with respect to any determination pertaining to the balance sheet, including the acquisition of Cash and/or Cash Equivalents), as of the last day of such Test Period) (it being understood, for the avoidance of doubt, that solely for purposes of determining (A) calculating actual compliance with Section 6.10(a), Section 6.10(b) or Section 6.10(c) and (B) calculating the Total Rent Adjusted Net Leverage Ratio for purposes of the definitions of “Applicable Rate”, “Ticking Fee Rate” and “Commitment Fee Rate”, in each case, the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account). (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,”, only those leases (assuming for purposes hereof that such leases were then in existence) that would constitute Capital Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Capital Leases hereunder or under any provision of other Loan Document, and all calculations and deliverables under this Agreement and or any related definitionsother Loan Document shall be made, the determination of whether a lease is prepared or available, as applicable, in accordance therewith; provided that all financial statements required to be treated as an operating lease or capital lease shall provided hereunder may, at the option of the Borrower, be made prepared in accordance with GAAP without giving effect to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesforegoing treatment of Capital 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 that, that (i) 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 date hereof Escrow 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to Accounting Standard having a similar result or effect) Codifications), to value any Indebtedness or other liabilities of Holdings, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting therein and (iii) notwithstanding any change in GAAP after the foregoing, Escrow Date which would have the effect of treating any lease properly accounted 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 prior to such accounting change as a capital lease shall be made without after giving effect to any such accounting change, for all purposes of calculating Indebtedness for any purpose under this Agreement, the Loan Parties shall continue to make such determinations and calculations with respect to all leases (whether then in existence or thereafter entered into) in accordance with GAAP (as it relates to such issue) as in effect prior to such change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesand consistent with their past practices.

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 hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding ; notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 Codification (“ASC”) 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Borrower Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under ASC 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. (b) For the purpose of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters of the Borrower (each such period, a “Reference Period”), (i) if during such Reference Period the Borrower or any Subsidiary shall have made any disposition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis, and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made an acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis; provided, that Borrower shall not be required to calculate Consolidated EBITDA on a pro forma basis with respect to any acquisition and disposition if the Borrower determines in its sole discretion that it does not have reasonably and readily identifiable information to make such pro forma calculation. Without limiting Notwithstanding the foregoing, if for SEC reporting purposes the Borrower is required to prepare pro forma financial statements in connection with an acquisition or disposition of determining compliance the Borrower or its Subsidiaries, then the Borrower will calculate Consolidated EBITDA on a pro forma basis with any provision of this Agreement and any related definitions, the determination of whether a lease is respect 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasessuch acquisition and/or disposition.

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 hereof to eliminate the effect of any change occurring after the date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios shall be made 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. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to herein in this Agreement shall be made, made without giving effect to any election under Statement of FASB ASC Topic 825 “Financial Accounting Standards 159 Instruments” (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Restricted Subsidiary of its Subsidiaries at “fair value,” as defined therein. (b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. Without limiting 2016-02, Leases (Topic 842) (“FAS 842”), to the foregoing, for purposes of determining compliance with extent such adoption would require treating any provision of this Agreement and any related definitions, lease (or similar arrangement conveying the determination of whether right to use) as a capital lease is where such lease (or similar arrangement) would not have been required to be so treated under GAAP as an operating lease or capital in effect on December 31, 2015, such lease shall be considered a capital lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

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, the Interest Coverage 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 Top Borrower notifies the Administrative Agent that the Top Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof 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 Top 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable ; provided, further, that if such an amendment is requested by the ready and consistent determination of compliance with the covenants set forth in Article VII, the Top Borrower will not change the last day of its fiscal year from September 30, or the last days Required Lenders, then the Top Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the first three fiscal quarters relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in each light of its fiscal years from December 31such change in GAAP or the application thereof; provided, March 31 and June 30further, respectively. Notwithstanding any other provision contained herein, 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, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (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 Top Borrower or any Restricted Subsidiary 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. Without limiting If the foregoingTop Borrower notifies the Administrative Agent that the Top Borrower (or 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 that after such conversion, the Top Borrower cannot elect to report under GAAP). (b) Notwithstanding anything to the contrary herein, but subject to Section 1.10 hereof, all financial ratios and tests (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated Total Assets and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Top Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of determining (x) calculating quarterly compliance with any provision Section 6.15(a) and (y) calculating the First Lien Leverage Ratio for purposes of the definitions of “Applicable Rate” and “Commitment Fee Rate”, in each case, the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account). (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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 Holdings notifies the Administrative Agent that the Borrower Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Holdings 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable At any time after the ready Closing Date, Holdings may elect (by written notice to the Administrative Agent) to change its financial reporting (both hereunder and consistent determination for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of compliance with audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if Holdings notifies the covenants set forth Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring as a result of the adoption of IFRS or in Article VII, the Borrower will not change application thereof on the last day operation of its fiscal year from September 30, such provision (or if the Administrative Agent notifies Holdings that the Administrative Agent or the last days Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, if, after the first three fiscal quarters adoption of IFRS by Holdings, Holdings notifies the Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change in each IFRS occurring after such adoption of its fiscal years from December 31IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Required Lenders request an amendment to any provision hereof for such purpose), March 31 regardless of whether any such notice is given before or after such change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and June 30, respectivelyapplied 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, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Accounting Standards 159 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 Holdings or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 (ii) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases 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. For purposes of calculating Consolidated Net Income, Total Assets and Consolidated EBITDA under this Agreement and any other Loan Document, IGPHS shall be treated similarly to capital leasesas a Restricted Subsidiary of Holdings, notwithstanding the fact that IGPHS is an Unrestricted Subsidiary for all other purposes of the Loan Documents.

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 hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding ; notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 Codification (“ASC”) 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Borrower Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Initial Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under ASC 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. (b) For the purpose of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters of the Borrower (each such period, a “Reference Period”), (i) if during such Reference Period the Borrower or any Subsidiary shall have made any disposition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis, and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made an acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis; provided, that Borrower shall not be required to calculate Consolidated EBITDA on a pro forma basis with respect to any acquisition and disposition if the Borrower determines in its sole discretion that it does not have reasonably and readily identifiable information to make such pro forma calculation. Without limiting Notwithstanding the foregoing, if for SEC reporting purposes the Borrower is required to prepare pro forma financial statements in connection with an acquisition or disposition of determining compliance the Borrower or its Subsidiaries, then the Borrower will calculate Consolidated EBITDA on a pro forma basis with any provision of this Agreement and any related definitions, the determination of whether a lease is respect 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasessuch acquisition and/or disposition.

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 hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. (b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” if any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. Without limiting 2016-02, Leases (Topic 842) (“FAS 842”) would require treating any lease (or similar arrangement conveying the foregoingright to use) 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 December 31, for purposes of determining compliance with any provision of 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

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 Senior Secured Leverage Ratio, 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 on the Closing Date unless otherwise agreed to timeby the Borrower and the Required Lenders; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate reflect the effect of any change occurring after the date hereof Closing Date in GAAP or in the application thereof on (including the operation of such provision (or if conversion to IFRS as described below), then the Borrower and the Administrative Agent notifies the Borrower that the Required Lenders request shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to any provision hereof the Lenders) to provide for such purpose), regardless of whether any such notice is given before or after such change in GAAP or the application thereof and/or to preserve the original intent thereof in light of such change in GAAP or the application thereof, then such provision shall be interpreted on in each case subject to 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. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days approval of the first three fiscal quarters in each of its fiscal years from December 31Required Lenders (not to be unreasonably withheld, March 31 and June 30conditioned or delayed); provided, respectively. Notwithstanding any other provision contained hereinfurther, 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, made without giving effect to any election under (i) Statement of Financial Accounting Standards 159 141R or ASC 805 (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) or (ii) any election under Financial Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting If the foregoingBorrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, upon the execution of an amendment hereof in accordance therewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP). (b) Notwithstanding anything to the contrary herein and subject to Section 1.09, financial ratios and tests (including the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio, the Senior Secured Leverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income and the amount of Consolidated Total Assets) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of a financial ratio or test (x) a Subject Transaction shall have occurred or (y) any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Section 6.15, the date of the required calculation shall be the last day of the Test Period and Subject Transactions occurring thereafter shall not be taken into account). (c) Notwithstanding anything to the contrary contained in paragraph (a) above or the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the Closing Date) that would constitute Capital Leases on the Closing Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change). (d) Subject to Section 1.09, for purposes of determining compliance the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) In addition, any lease that is entered into as a result of a Sale Leaseback in connection with any provision of this Agreement and Specified Properties (or any related definitions, other lease on substantially similar terms as such leases as reasonably determined by the determination of whether a lease is to Borrower) shall be treated as deemed an operating lease regardless of its treatment under GAAP or capital lease otherwise, and shall be made without giving effect to not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesother Loan Document.

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 GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time on the date hereof unless otherwise agreed to timeby Borrower and the Required Lenders; provided thatprovided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment wishes to amend Section 6.09 or any provision hereof financial definition used therein to eliminate implement the effect of any change in GAAP or the application thereof occurring after the date hereof in GAAP or in the application thereof on the operation of such provision Closing Date (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend Section 6.09 or any provision hereof financial definition used therein for such purpose), regardless then Borrower and the Administrative Agent shall negotiate in good faith to amend Section 6.09 or the definitions used therein to preserve the original intent thereof in light of whether any such notice is given changes in GAAP; provided further that until Borrower and the Administrative Agent agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all determinations of compliance or pro forma compliance with Section 6.09 provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before or and after giving effect to such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyGAAP. Notwithstanding any other provision contained hereinin the Loan Documents, all terms of an accounting or financial nature used herein in the Loan Documents shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary of its Subsidiaries at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance All other determinations with any provision of this Agreement and any related definitions, the determination of respect to whether a lease is to be treated as an operating lease leases constitute Indebtedness or capital lease Capital Lease Obligations shall be made without giving based on GAAP as in effect to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesdate hereof.

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 Senior Secured Leverage Ratio, 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 on the Closing Date unless otherwise agreed to timeby the Borrower and the Required Lenders; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate reflect the effect of any change occurring after the date hereof Closing Date in GAAP or in the application thereof on (including the operation of such provision (or if conversion to IFRS as described below), then the Borrower and the Administrative Agent notifies the Borrower that the Required Lenders request shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to any provision hereof the Lenders) to provide for such purpose), regardless of whether any such notice is given before or after such change in GAAP or the application thereof and/or to preserve the original intent thereof in light of such change in GAAP or the application thereof, then such provision shall be interpreted on in each case subject to 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. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days approval of the first three fiscal quarters in each of its fiscal years from December 31Required Lenders (not to be unreasonably withheld, March 31 and June 30conditioned or delayed); provided, respectively. Notwithstanding any other provision contained hereinfurther, 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, made without giving effect to any election under (i) Statement of Financial Accounting Standards 159 141R or ASC 805 (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) or (ii) any election under Financial Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting If the foregoingBorrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, upon the execution of an amendment hereof in accordance therewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP). (b) Notwithstanding anything to the contrary herein and subject to Section 1.09, financial ratios and tests (including the Interest Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio, the Senior Secured Leverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income and the amount of Consolidated Total Assets) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of a financial ratio or test (x) a Subject Transaction shall have occurred or (y) any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period. (c) Notwithstanding anything to the contrary contained in paragraph (a) above or the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the Closing Date) that would constitute Capital Leases on the Closing Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change). (d) Subject to Section 1.09, for purposes of determining compliance the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) In addition, any lease that is entered into as a result of a Sale Leaseback in connection with any provision of this Agreement and Specified Properties (or any related definitions, other lease on substantially similar terms as such leases as reasonably determined by the determination of whether a lease is to Borrower) shall be treated as deemed an operating lease regardless of its treatment under GAAP or capital lease otherwise, and shall be made without giving effect to not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesother Loan Document.

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 hereof to eliminate the effect of any change occurring after the date hereof 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting . (b) Notwithstanding anything to the foregoingcontrary herein, for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and with respect to any related definitionsTest Period, the determination of whether a lease is to be treated as an operating lease or capital lease Consolidated Leverage Ratio and Consolidated Senior Leverage Ratio shall be made without giving effect calculated with respect to any change in GAAP that becomes effective such period on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

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, the Interest Coverage 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 Top Borrower notifies the Administrative Agent that the Top Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof 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 Top 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable ; provided, further, that if such an amendment is requested by the ready and consistent determination of compliance with the covenants set forth in Article VII, the Top Borrower will not change the last day of its fiscal year from September 30, or the last days Required Lenders, then the Top Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the first three fiscal quarters relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in each light of its fiscal years from December 31such change in GAAP or the application thereof; provided, March 31 and June 30further, respectively. Notwithstanding any other provision contained herein, 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, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (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 Top Borrower or any Restricted Subsidiary 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. Without limiting If the foregoingTop Borrower notifies the Administrative Agent that the Top Borrower (or 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 that after such conversion, the Top Borrower cannot elect to report under GAAP). (b) Notwithstanding anything to the contrary herein, but subject to Section 1.10 hereof, all financial ratios and tests (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated Total Assets and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Top Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period. (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with any provision of GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

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 date hereof 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 that the Required Lenders request an amendment to any provision hereof for such purpose)provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable ; provided, further, that if the ready and consistent determination of compliance with the covenants set forth in Article VIIBorrower so requests, the Borrower will not 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 the last day of its fiscal year from September 30, in GAAP or the last days of the first three fiscal quarters in each of its fiscal years from December 31application thereof; provided, March 31 and June 30further, respectively. Notwithstanding any other provision contained herein, 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, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (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 Restricted Subsidiary 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. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.11, all financial ratios and tests (including the First Lien Rent Adjusted Net Leverage Ratio, the Total Rent Adjusted Net Leverage Ratio and the amount of Consolidated Total Assets, Consolidated Adjusted EBITDAR and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Without limiting Further, if since the foregoingbeginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (i) any Subject Transaction has occurred or (ii) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (or, in the case of Consolidated Total Assets (or with respect to any determination pertaining to the balance sheet, including the acquisition of Cash and/or Cash Equivalents), as of the last day of such Test Period) (it being understood, for the avoidance of doubt, that solely for purposes of determining (A) calculating actual compliance with Section 6.10(a), Section 6.10(b) or Section 6.10(c) and (B) calculating the Total Rent Adjusted Net Leverage Ratio for purposes of the definitions of “Applicable Rate” and “Commitment Fee Rate”, in each case, the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account). (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,”, only those leases (assuming for purposes hereof that such leases were then in existence) that would constitute Capital Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Capital Leases hereunder or under any provision of other Loan Document, and all calculations and deliverables under this Agreement and or any related definitionsother Loan Document shall be made, the determination of whether a lease is prepared or available, as applicable, in accordance therewith; provided that all financial statements required to be treated as an operating lease or capital lease shall provided hereunder may, at the option of the Borrower, be made prepared in accordance with GAAP without giving effect to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesforegoing treatment of Capital 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 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. (b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Finance Lease,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. Without limiting 2016-02, Leases (Topic 842), to the foregoingextent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a Finance Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, for purposes of determining compliance with any provision of 2015, such lease shall not be considered a Finance Lease, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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, (i) 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 date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith and (ii) notwithstanding anything in GAAP to the ready and consistent determination contrary, for purposes of compliance with the covenants set forth in Article VIIall financial calculations hereunder, the Borrower will not change amount of any Indebtedness outstanding at any time shall be the last day stated principal amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount of such Indebtedness at any time shall be its fiscal year from September 30accreted amount at such time); provided, or the last days of the first three fiscal quarters in each of its fiscal years from December 31further, March 31 and June 30, respectively. Notwithstanding that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any election under Statement change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards 159 (Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standard having 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 result or effectarrangement) would not have been required to value any Indebtedness or other liabilities of be so treated under GAAP as in effect on the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting Closing Date. (b) Notwithstanding anything to the foregoingcontrary herein, for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and any related definitionsAgreement, the determination of whether a lease is to be treated as an operating lease or capital lease Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and First Lien Net Leverage Ratio shall be made without giving effect calculated with respect to any change in GAAP that becomes effective such period on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP, GAAP as in effect from time to timeon the date hereof; provided thatprovided, however, that if the Borrower notifies Company, by notice to the Administrative Agent that the Borrower requests Agent, shall request an amendment to any provision hereof to eliminate implement the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall shall, unless the Administrative Agent or the Required Lenders give notice to the Company of an objection to such request, be interpreted on the basis of GAAP as in effect and applied immediately before after such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall . (b) All pro forma computations required to be construed, and all computations of amounts and ratios referred to herein shall be made, without made hereunder giving effect to any election under Statement of Financial Accounting Standards 159 (Material Acquisition or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Material Disposition shall be calculated after giving pro forma effect thereto as if such transaction had occurred on the first day of the Borrower period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.03(a) or 5.03(b) (or, prior to the delivery of any Restricted Subsidiary at “fair value,” as defined therein. Without limiting such financial statements, ending with the foregoinglast fiscal quarter included in the pro forma financial statements referred to in Section 3.05(b)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, (i) in accordance with Article 11 of Regulation S-X under the Securities Act, if such Material Acquisition or Material Disposition would be required to be given pro forma effect in accordance with Regulation S-X for purposes of determining compliance preparing the Company’s annual and quarterly reports to the SEC, and (ii) in any event, on a reasonable basis consistent with accepted financial practice. If any provision Indebtedness bears a floating rate of this Agreement interest and any related definitionsis being given pro forma effect, the determination of whether a lease is to be treated as an operating lease or capital lease interest on such Indebtedness shall be made without giving calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to any change such Indebtedness if such Hedging Agreement has a remaining term in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesexcess of 12 months).

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, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. 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 Statement of Financial Accounting Standards 159 Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value” as defined therein or (b) 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 any other liabilities of the Borrower or provision contained herein, any Restricted Subsidiary at “fair value,” lease that would have been treated as defined therein. Without limiting the foregoing, an operating lease for purposes of determining compliance with any provision GAAP as of this Agreement and any related definitionsDecember 31, the determination of whether a lease is to 2018 shall be treated as an operating lease or capital lease shall be made without giving effect to for purposes of this Agreement, notwithstanding any change in GAAP after December 31, 2018. In the event that becomes effective compliance with the Financial Performance Covenant must be calculated on a Pro Forma Basis prior to the first test date under Section 6.12, the maximum or after minimum level set forth for such test date shall be complied with as if in effect at the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesdate of calculation.

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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, a manner satisfactory to the Borrower will not change and the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyRequired Lenders. Notwithstanding any other provision contained herein, all All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios shall be made 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. Notwithstanding any other provision contained herein, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (a) all computations of amounts and ratios referred to herein in this Agreement shall be made, made without giving effect to any election under Statement of FASB ASC Topic 825 “Financial Accounting Standards 159 Instruments” (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein; and (b) the Borrower and its Subsidiaries may, at the Borrower’s option, continue to account for any lease of the Borrower or any Subsidiary that as of the Closing Date is (or if such lease were in effect on the Closing Date, would be) an operating lease, as an operating lease, irrespective of any change in lease accounting standards under GAAP occurring after the Closing Date, including for purposes of determining Indebtedness, Consolidated Net Income and Consolidated Interest Expense or any component thereof. Without limiting For the foregoingavoidance of doubt, to the extent any change in lease accounting standards under GAAP is adopted after the Closing Date, the Borrower shall have no obligation to provide to the Administrative Agent and the Lenders a reconciliation between the reporting on its financial statements and its calculations made 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasescovenant (including financial covenants) contained herein.

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, GAAP as in effect from time to time; provided that, that (a) if 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 change occurring after the date hereof Fourth Restatement 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, ; provided that the Borrower will not Representative, on the one hand, and the Administrative Agent and Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 GAAP; and June 30, respectively. Notwithstanding (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Borrower Company or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 (ii) any change in GAAP that becomes effective on or occurring after the Third Fourth Restatement Effective Date that as a result of the adoption of any proposals set forth in the Proposed Accounting Standards 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 operating leases 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 similarly to capital leasesunder GAAP as in effect on the Fourth Restatement 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 notifies Issuers notify the Administrative Agent that the Borrower requests Issuers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof of this Agreement in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Issuers that the Required Lenders Purchasers request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable For purposes of calculating all financial covenants, all other covenants and, in each case, all defined terms used therein, any Acquisition or any sale or other disposition outside the ready ordinary course of business by any Notes Party of any asset or group of related assets in one or a series of related transactions, including the incurrence of any Indebtedness and consistent determination any related financing or other transactions in connection with any of compliance with the covenants set forth in Article VIIforegoing, occurring during the Borrower will not change period for which such matters are calculated shall be deemed to have occurred on the last first day of its fiscal year from September 30, or the last days of relevant period for which such matters were calculated on a pro forma basis acceptable to the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyRequired Purchasers. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (a) without giving effect to any election under Statement of Financial Accounting Standards 159 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 or any Restricted Subsidiary Notes Party at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (b) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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 date hereof Closing 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable At any time after the ready and consistent determination of compliance with the covenants set forth in Article VIIClosing Date, the Borrower will not Company may elect (by written notice to the Administrative Agent) to change its financial reporting (both hereunder and for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the last day International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of its fiscal year from September 30audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring US-DOCS\148017393.28 as a result of the adoption of IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Administrative Agent or the last days Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of the first three fiscal quarters GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in each of its fiscal years from December 31, March 31 and June 30, respectivelyaccordance 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, made (i) without giving effect to any election under Statement of Financial Accounting Standards 159 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 Company or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (ii) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesfull 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 (i) 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready herewith and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding (ii) 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, (A) without giving effect to any election under Statement of Financial Accounting Standards 159 159, 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 any Group Member or any Subsidiary thereof at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or other liabilities of bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingfull stated principal amount thereof, 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 (C) without giving effect to any change in to GAAP that becomes effective on or occurring after the Third Restatement Effective Date that date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards 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 operating leases treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated similarly to capital leasesunder GAAP as in effect on the date hereof.

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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. 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 Board Accounting Standards Codification 820 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other 45 liabilities of the Borrower or any Restricted Subsidiary Loan Party at “fair value,” ”, as defined therein. Without limiting therein and (ii) in the foregoingevent of an accounting change that is effective for any Loan Party for periods ending after the Effective Date requiring that any leases that under GAAP as of the Effective Date are not required to be capitalized must be capitalized going forward, only those leases (assuming for purposes of determining compliance hereof that such leases were in existence on the Effective Date) that would constitute Capitalized Leases in conformity with any provision of GAAP on the Effective Date shall be considered Capitalized Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the date hereof Effective Date in GAAP or in the application thereof on the operation of such provision provision; provided, the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); (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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable herewith (provided, that, in the ready case of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010, and consistent determination of compliance with the covenants set forth in Article VIIProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, the Borrower will not change the last day of its fiscal year from September 302011 and January 4, or the last days of the first three fiscal quarters in each of its fiscal years from December 312012, March 31 and June 30, respectivelythere shall be no amendment fee). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Accounting Standards Codification No. 825—Financial Instruments, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingNotwithstanding any other provision contained herein, for purposes all terms of determining compliance with an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made in a manner such that any provision of this Agreement and any related definitions, the determination of whether obligations relating to a lease is to be treated that was accounted for by a Person as an operating lease or capital as of the Effective Date and any similar *Confidential Treatment Requested. Omitted portions filed with the Commission. lease entered into after the Effective Date by such Person shall be made without giving effect accounted for as obligations relating to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require an operating leases to be treated similarly to capital leaseslease and not as Capital Lease Obligations.

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 GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from on the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and the Borrower Agent or the Required Lenders shall so request, the Administrative Agent and the Borrower Agent shall negotiate in good faith to timeamend 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 the Borrower Agent); provided that, if until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein, and the Borrower notifies Agent shall provide to the Administrative Agent and the Lenders within five (5) days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Financial Officer of the Borrower requests an amendment Agent setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to any provision hereof the financial covenants as set forth in Section 6.08) that would have resulted if such financial statements had been prepared without giving effect to eliminate such change. Notwithstanding anything to the effect of any change occurring after contrary, for all purposes under this Agreement and the date hereof other Loan Documents, including negative covenants, financials covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Leases 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of a manner consistent with their current treatment under GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn on the Closing Date, notwithstanding any modifications or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyinterpretive changes thereto that may occur thereafter. 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 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Borrowers or any of their Restricted Subsidiary Subsidiaries at “fair value,” as defined thereintherein and (ii) the financial ratios and related definitions set forth in the Loan Documents shall be computed to exclude the application of Financial Accounting Standards No. Without limiting 133, 150 or 123r (to the foregoingextent that the pronouncements in Financial Accounting Standards No. 123r result in recording an equity award as a liability on a consolidated balance sheet of Holdings and its Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity). Notwithstanding anything to the contrary herein, all financial ratios and tests (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and the amount of Consolidated Total Assets and Consolidated EBITDA) contained in this Agreement other than for purposes of determining calculating Excess Cash Flow that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction shall have occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any of its Restricted Subsidiaries since the beginning of such Test Period shall have consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with any provision of this Agreement and any related definitionsSection 6.08, the determination date of whether a lease is to be treated as an operating lease or capital lease the required calculation shall be made without giving effect the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account). For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Fixed Charge Coverage Ratio and the amount of Consolidated EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to any have occurred solely as a result of a change in GAAP that becomes effective on such financial ratio or test occurring after the Third Restatement Effective Date that would require operating leases time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. Notwithstanding anything to be treated similarly the contrary herein, to capital leasesthe extent compliance with a financial ratio or test is calculated prior to the date financial statements are first delivered under Section 5.01(a) or (b), such calculation shall use the latest financial statements delivered pursuant to Section 3.04(a).

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 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 date hereof in to GAAP or in the application thereof (including the conversion to IFRS as described below) is implemented 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 Administrative Borrower elects or is required to report under IFRS, the Administrative 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 Administrative Borrower and the Administrative Agent notifies the Borrower that the Required Lenders request 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 provision hereof for such purpose)Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, regardless of whether any such notice is given before or after such change in GAAP or in as the application thereofcase may be, then such provision (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 before such prior to the applicable change shall have become effective or election, as the case may be, until such notice shall have the request for amendment has been withdrawn by the Administrative Borrower or the Required Lenders, as applicable, or this Agreement has been amended as contemplated hereby and (z) after giving effect to any such provision amended amendment, the term “GAAP” as used herein shall be deemed to be a reference to IFRS; it being understood and agreed that the Administrative Borrower may not convert to GAAP after exercising its right or complying with any requirement to report under IFRS in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all clause (B) above. (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, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (or any other Accounting Standards Codification, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Administrative Borrower or any Restricted Subsidiary 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, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein. Without limiting , and such Indebtedness shall at all times be valued at the foregoingfull stated principal amount thereof. (b) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases (including leases that are classified as “Financing Leases” for purposes of determining compliance GAAP) in conformity with any provision of GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance 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 Agent notifies the Administrative Agent that the Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Agent 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VIIIn addition, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date; provided that ASU No. 2016-02 Leases (Topic 842) (or any other Financial Accounting Standard having a similar result or effect) shall be deemed a change in GAAP after the Effective Date, regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness assets or other liabilities of the Parent Entity, any Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting Notwithstanding anything to the foregoingcontrary herein, (i) for purposes of determining compliance with any provision test or covenant or the compliance with or availability of any basket contained in this Agreement and with respect to any related definitionsTest Period, the determination of whether a lease is to be treated as an operating lease or capital lease Consolidated Leverage Ratio, Consolidated Total Assets, Consolidated EBITDA and Consolidated Secured Leverage Ratio shall be made without giving effect calculated with respect to such period on a Pro Forma Basis and (ii) for purposes of calculating any change consolidated amounts necessary to determine compliance by any Person and, if applicable, its Restricted Subsidiaries with any ratio or other financial covenant in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to this Agreement, Unrestricted Subsidiaries shall be treated similarly to capital leasesexcluded.

Accounting Terms; GAAP. (%3) 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 any other provision contained herein, (%4) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 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 Borrower or any Subsidiary at “fair value”, as defined therein and (%4) any obligations of a Person under a lease (whether existing on the Amendment Effective Date or entered into thereafter) that is not (or would not be) required to be classified or accounted for as a Capitalized Lease Obligation on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Fourth Amendment Effective Date shall not be treated as a Capitalized Lease Obligation pursuant to the Loan Documents solely as a result of changes in the application of, or the adoption of changes in, GAAP after such date; 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 date hereof 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable . (a) Notwithstanding anything to the ready contrary herein, where a calculation is required to be made on a pro forma basis (including with respect to any Specified Transaction), the historical income statement items and consistent determination pro forma adjustments resulting from (x) the dispositions and repayments or incurrence of compliance debt and (y) in the Borrower’s sole discretion, the investments, acquisitions, mergers, amalgamations, consolidations and operational changes, in each case which occurred during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the covenants event for which the calculation is made, and to the extent projected in good faith and in a factually supportable manner by a responsible financial or accounting officer of the Borrower to be realized no later than 18 months after the consummation of any such transaction, the cost savings, operating expense reductions or cost or other synergies relating to any such transaction, shall be included; provided that to the extent so included, any such transaction (and the change in Adjusted Consolidated EBITDA resulting therefrom) shall be assumed to have occurred on the first day of the Test Period for purposes of such calculation. Whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith and in a factually supportable manner by a responsible financial or accounting officer of the Borrower; provided, that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing Adjusted Consolidated EBITDA with respect to such period. (b) For purposes of clarification, computations of financial ratios, financial tests and measurements that are financial in nature set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (this Agreement or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 Loan Document shall be made without giving effect to as though the Borrower’s or any change of its Subsidiaries’ having entered into any Tax Incentive Program, and having transferred property in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesconnection therewith, has not occurred.

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 hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable The Parent’s and Xxxxxxxx’s fiscal quarters end March 31, June 30, September 30 and December 31 and fiscal year ends December 31, and the ready Parent and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change any fiscal quarter or fiscal year end without the last written consent of the Administrative Agent. For purposes of calculating the Applicable Rate, all financial covenants, all other covenants, and all Specified Transactions occurring during the period for which such matters are calculated shall be deemed to have occurred on the first day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyrelevant period for which such matters were calculated on a Pro Forma Basis. Notwithstanding any other provision contained herein, all references to GAAP and 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 Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Parent or any Restricted Subsidiary at “fair value,” ”, as defined therein, (ii) the changes in GAAP to be implemented pursuant to the final standards for ASU No. Without limiting 2016-02, Leases (Topic 842) by the foregoingFinancial Accounting Standards Board, and (iii) 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. (b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change in accounting for purposes leases pursuant to GAAP resulting from the adoption of determining compliance with Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any provision of lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement and or any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease other Loan Document shall be made without giving effect to any change or delivered, as applicable, in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccordance therewith.

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, that (a) if 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 change occurring after the date hereof 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, ; provided that the Borrower will not Representative, on the one hand, and the Administrative Agent and Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP at no cost to the last day of its fiscal year from September 30, or Loan Parties other than the last days reimbursement of the first three fiscal quarters in each of its fiscal years from December 31, March 31 Administrative Agent’s costs and June 30, respectively. Notwithstanding expenses; and (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Borrower Parent or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, 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 (ii) any change in GAAP that becomes effective occurring after December 31, 2018 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or after any other proposals issued by the Third Restatement Effective Date that Financial Accounting Standards Board in connection therewith, in each case if such change would require operating leases 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 similarly to capital leasesunder GAAP as in effect on December 31, 2018.

Accounting Terms; GAAP. Except as (a) Unless otherwise expressly provided specified herein, all accounting terms of an accounting or financial nature used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, as in effect from time GAAP applied on a basis consistent with the most recent audited consolidated financial statements of WestRock and its consolidated Subsidiaries delivered to timethe Lenders; provided that, if the Borrower notifies the WestRock shall notify Administrative Agent that the Borrower requests an amendment it wishes to amend any provision hereof covenant in Section 6.1 (or any component thereof) to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision covenant or such ratio (or if the Administrative Agent notifies the Borrower WestRock that the Required Lenders request an amendment wish to amend Section 6.1 (or any provision hereof component thereof) for such purpose), regardless of whether any then WestRock’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective as adopted by WestRock on the Effective Date, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to WestRock and the Required Lenders. (b) WestRock shall deliver to Administrative Agent and each Lender at the same time as the delivery of any Required Financial Information, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been withdrawn or such provision amended made in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth provisions above and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in Article VIIapplication (it being understood that the requirement in this paragraph (b) shall be satisfied if the information required by clauses (i) and (ii) above are included the applicable Required Financial Information). (c) Notwithstanding the above, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 parties hereto acknowledge and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingagree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenant set forth in Section 6.1 for any provision applicable period (including for purposes of this Agreement the definitions of “EBITDA,” “Pro Forma Basis” and “Total Funded Debt” set forth in Section 1.1), if any related definitionsAcquisition or disposition of Property occurred during such period, the determination of whether a lease is such calculations with respect to be treated as an operating lease or capital lease such period shall be made without giving effect to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesa Pro Forma Basis.

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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (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. Without limiting the generality of the foregoing, (i) leases shall continue to be classified and accounted for purposes on a basis consistent with that under GAAP as of determining compliance with any provision the date of this Agreement and any related definitionsfor all purposes 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 notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes as provided for above and (ii) Administrative Agent and Lenders recognize that becomes effective the Borrower changed its method of accounting from the pro rata method of accounting to the full consolidation method of accounting for financial accounting purposes, in accordance with GAAP. Notwithstanding such change, the Borrower shall continue to calculate compliance with the financial covenants in this Agreement based on or after the Third Restatement Effective Date that would require operating leases pro rata method of accounting prior to the change, and shall prepare footnotes to each Compliance Certificate required to be treated similarly to capital leasesdelivered under this Agreement that indicate which method was used for a particular covenant calculation.

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, GAAP as in effect from time to time; provided thatprovided, however, 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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall . (b) All pro forma computations required to be construed, and all computations of amounts and ratios referred to herein shall be made, without made hereunder giving effect to any election under Statement acquisition, investment, sale, disposition, merger or similar event shall reflect on a pro forma basis such event as if consummated on the first day of Financial Accounting Standards 159 the period for which the applicable computation is being made and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event. (or any other Financial Accounting Standard having a similar result or effectc) to value any Indebtedness or other liabilities Except as expressly provided herein, all accounting and financial calculations and determinations hereunder shall be made without consolidating the accounts of Unrestricted Subsidiaries with those of GrafTech, Global, the Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoingSubsidiary, for notwithstanding that such treatment is inconsistent with GAAP. (d) For purposes of determining compliance with any provision determination under Section 7.01, 7.02, 7.03 or 7.14 or under paragraph (f), (g) or (k) of this Agreement Article VIII, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the currency exchange rates in effect on the date of such determination. No Default or Event of Default shall arise as a result of (a) any limitation set forth in Dollars in Section 7.01, 7.02, 7.03 or 7.14 being exceeded solely as a result of changes in currency exchange rates from those rates applicable at the time or times Indebtedness, Liens or Sale and Lease-Back Transactions were initially consummated in reliance on the exceptions under such Sections or (b) any related definitionslimitation set forth in Dollars in Section 7.04, 7.05, 7.06, 7.09 or 7.10 being exceeded solely as a result of changes in currency exchange rates from those rates applicable at the time or times a binding contract was entered into in respect of an investment, disposition, payment, Capital Expenditure or other transaction under such Sections in reliance on the exceptions under such Sections. For purposes of any determination under Section 7.04, 7.05, 7.06, 7.09 or 7.10, the determination amount of whether each investment, disposition, payment, Capital Expenditure or other transaction denominated in a lease is to be treated as an operating lease or capital lease currency other than Dollars shall be made without giving translated into Dollars at the currency exchange rate in effect to any change on the date such investment, disposition, payment, Capital Expenditure or other transaction is consummated. Such currency exchange rates shall be determined in GAAP that becomes effective on or after good faith by the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesBorrower.

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, 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 date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with Notwithstanding any other provision of this Agreement and any related definitionsor the other Loan Documents to the contrary, the determination of whether a lease is constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be treated capitalized on the balance sheet of the lessee thereunder and/or recognized as an operating lease or capital lease interest expense, shall be made without giving determined by reference to GAAP as in effect on the Closing Date. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.05, all financial ratios and tests (including the Total Net Leverage Ratio and/or the Senior Secured Net Leverage Ratio and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any change in GAAP that becomes effective Reference Period during which any Subject Transaction occurs shall be calculated with respect to such Reference Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Reference Period and on or after prior to the Third Restatement Effective Date date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that would require operating leases to subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Reference Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be treated similarly to capital leasescalculated on a Pro Forma Basis for such Reference Period as if such Subject Transaction had occurred at the beginning of the applicable Reference Period (it being understood, for the avoidance of doubt, that solely for purposes of (x) calculating actual compliance with Section 7.11 and (y) calculating the Senior Secured Net Leverage Ratio for purposes of the definition of “Applicable Rate”, the date of the required calculation shall be the last day of the Reference Period, and no Subject Transaction occurring thereafter shall be taken into account).

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 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), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable Notwithstanding anything to the ready and consistent determination contrary in this Agreement or any other Loan Document, (a) any change in accounting for leases pursuant to GAAP resulting from the adoption of compliance with Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the covenants set forth extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from effect on December 31, March 31 2015, such lease shall not be considered a capital lease, and June 30, respectively. Notwithstanding all calculations and deliverables under this Agreement or any other provision contained hereinLoan Document shall be made or delivered, as applicable, in accordance therewith, and (b) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Accounting Standards 159 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 or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement therein and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made (ii) without giving effect to any change treatment of Indebtedness in GAAP that becomes effective on respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or after 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 Third Restatement Effective Date that would require full stated principal amount thereof. For the avoidance of doubt, and without limitation of the foregoing, (a) Permitted Convertible Notes shall at all times be valued at the full stated principal amount thereof and shall not include any reduction or appreciation in value of the shares deliverable upon conversion thereof and (b) payments related to operating leases to be treated similarly to capital leasesare not included in Interest Expense in part or in whole.

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 Representative notifies 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 date hereof 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable In the ready and consistent determination event that historical accounting practices, systems or reserves relating to the components of compliance with the covenants set forth Aggregate Borrowing Base or the Borrowing Base of any Borrower are modified in Article VIIa manner that is adverse to the Lenders in any material respect, the Borrower Borrowers will not change agree to maintain such additional reserves (for purposes of computing the last day Aggregate Borrowing Base and the Borrowing Base of its fiscal year from September 30, or each Borrower) in respect to the last days components of the first three fiscal quarters in Aggregate Borrowing Base and the Borrowing Base of each Borrower and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of its fiscal years from December 31, March 31 the Aggregate Borrowing Base and June 30, respectivelythe Borrowing Base of each Borrower). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and (a) all computations of amounts and ratios referred to herein in this Agreement shall be made, made without giving effect to any election under Statement of FASB ASC Topic 825 “Financial Accounting Standards 159 Instruments” (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Company or any Restricted Subsidiary its Subsidiaries at “fair value,” as defined therein. Without limiting the foregoing, therein and (b) 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 Third Second Restatement Effective Date that would require operating leases to be treated similarly to capital leases.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAPGAAP in a manner consistent with that used in preparing the financial statements referred to in Section 5.01, as in effect from time except that any calculation or determination to time; provided that, if be made on a consolidated basis shall be made for the Borrower notifies the Administrative Agent and all Subsidiaries, including any that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof are unconsolidated 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectivelyBorrower’s audited financial statements. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (a) any election under Statement of Financial Accounting Standards 159 Codification Section 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 Restricted Subsidiary at “fair value,” as defined therein, or (b) any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 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. Without limiting If at any time any change in GAAP would affect the foregoingcomputation of any financial ratio or requirement set forth in any Loan Document, for purposes and the Borrower or the Administrative Agent so requests, Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of determining compliance such change, but until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change and the Borrower shall provide to the Administrative Agent reconciliation statements showing the difference in such calculation, together with the delivery of monthly, quarterly and annual financial statements required hereunder. In addition, notwithstanding any other provision of herein, the definitions set forth in this Agreement and any related definitions, financial calculations required by the determination Loan Documents shall be computed to exclude the impact of whether the adoption of the lease accounting rules as a lease is result of Financial Accounting Standards Board Accounting Standards Codification 842 (Leases) such that the term “Capital Lease Obligation” shall only include leases that would have required to be treated as an operating capitalized on a balance sheet of such Person pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease or capital lease shall be made without giving effect to any change in GAAP that becomes effective on or after the Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesaccounting guidance.

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, that (a) if 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 change occurring after the date hereof Third Restatement 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 in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, ; provided that the Borrower will not Representative, on the one hand, and the Administrative Agent and Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 GAAP; and June 30, respectively. Notwithstanding (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159 (159, The Fair Value Option for Financial Assets and Financial Liabilities, or any other Financial successor thereto (including pursuant to the Accounting Standard having a similar result or effect) Standards Codification), to value any Indebtedness or other liabilities of the Borrower Company or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, 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 (ii) any change in GAAP that becomes effective on or occurring after the Third Restatement Effective Date that as a result of the adoption of any proposals set forth in the Proposed Accounting Standards 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 operating leases 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 similarly to capital leasesunder GAAP as in effect on the Third Restatement 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, 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 date hereof Closing 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable the ready and consistent determination of compliance with the covenants set forth in Article VII, the Borrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and June 30, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. Without limiting the foregoing, for purposes of determining compliance with Notwithstanding any other provision of this Agreement and any related definitionsor the other Loan Documents to the contrary, the determination of whether a lease is constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be treated capitalized on the balance sheet of the lessee thereunder and/or recognized as an operating lease or capital lease interest expense, shall be made without giving determined by reference to GAAP as in effect on the Closing Date. (b) Notwithstanding anything to the contrary herein, but subject to Section 1.05, all financial ratios and tests (including the Total Net Leverage Ratio and/or the Senior Secured Leverage Ratio and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any change in GAAP that becomes effective Reference Period during which any Subject Transaction occurs shall be calculated with respect to such Reference Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Reference Period and on or after prior to the Third Restatement Effective Date date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that would require operating leases to subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Reference Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be treated similarly to capital leasescalculated on a Pro Forma Basis for such Reference Period as if such Subject Transaction had occurred at the beginning of the applicable Reference Period (it being understood, for the avoidance of doubt, that solely for purposes of (x) calculating actual compliance with Section 7.11 and (y) calculating the Senior Secured Leverage Ratio for purposes of the definition of “Applicable Rate”, the date of the required calculation shall be the last day of the Reference Period, and no Subject Transaction occurring thereafter shall be taken into account).

Accounting Terms; GAAP. Except 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 Senior SecuredFirst 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 Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof 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 Lead 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith. To enable ; provided, further, that, and (ii) if such an amendment is requested by the ready and consistent determination of compliance with the covenants set forth in Article VII, the Lead Borrower will not change the last day of its fiscal year from September 30, or the last days Required Lenders, then the Lead Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the first three fiscal quarters relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in each light of its fiscal years from December 31such change in GAAP or the application thereof; .provided, March 31 and June 30further, respectivelythat all. Notwithstanding any other provision contained herein, all All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159 159) (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 Lead Borrower or any Restricted Subsidiary 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. Without limiting If the foregoingLead Borrower notifies the Administrative Agent that the Lead Borrower (or its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, for purposes of determining compliance with any provision of this Agreement and any related definitionsthereafter “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the determination of whether a lease is Lead Borrower cannot elect 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 Third Restatement Effective Date that would require operating leases to be treated similarly to capital leasesreport under GAAP).