Common use of Accounting Terms; GAAP Clause in Contracts

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing 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 notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities); provided that, if the Borrower shall at any time adopt Financial Accounting Standard No. 159, or if Financial Accounting Standard No. 141(R) shall apply with respect to any acquired assets or liabilities, for purposes of calculating compliance with Section 6.07(a) and Section 6.07(b) after such adoption, or for any period ending after such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 or Financial Accounting Standard No. 141(R), as applicable.

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 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

Accounting Terms; GAAP. (a) 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 that are used in calculating the Total Leverage Ratio, the Secured Leverage Ratio or Consolidated Total Assets shall be construed and interpreted in accordance with with, GAAP, as in effect from time to time; provided that, that if the Borrower Representative notifies the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date 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 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if an amendment is requested by the Borrower Representative or the Required Lenders, then the Borrower Representative and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Lenders) to preserve the original intent thereof in light of such changes in GAAP becomes effective. Notwithstanding or the foregoing or anything herein application thereof subject to the contraryapproval of the Required Lenders (not to be unreasonably withheld, the Borrower covenants conditioned or delayed); provided, further, that all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Borrowers or any of their subsidiaries at “fair value,” as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto 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. If the Borrower Representative notifies the Administrative Agent that the Borrowers are required to report under IFRS or have elected to do so through an early adoption policy, upon the execution of an amendment hereto in accordance herewith to accommodate such change “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates Borrowers cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if 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 Effective Restatement 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Any reference to GAAP becomes effective. Notwithstanding herein, when used with respect to combined financial statements of the foregoing or anything herein Guarantors, means generally accepted accounting principles in the United States without giving effect to principles of consolidation inconsistent with the preparation of financial statements on a combined basis; provided, however, all leases of the Guarantors and the Subsidiaries that would have been treated as operating leases for purposes of GAAP prior to the contraryissuance 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 5.04; provided, further that the financial statements to be delivered pursuant to Section 5.04 shall be prepared in accordance with GAAP and the Borrower covenants shall, upon the reasonable request of the Administrative Agent, provide to the Administrative Agent (for delivery to the Lenders) a written reconciliation between such calculations and agrees with deliverables made before and after the Lenders that whether or issuance of the ASU if comparable information is not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, otherwise disclosed in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)financial statements.

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 Senior Secured 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 time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, thereof then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature in the Loan Documents shall be construed construed, and all computations and determinations as to accounting or financial matters pursuant to any Loan Document shall be made and prepared, in accordance with GAAP, GAAP as in effect from time to time; provided thatthat (a) the effects of any changes to FASB ASC 840 after the First Amendment and Restatement Effective Date shall be disregarded, (b) any obligations relating to a lease that was accounted for by any Person as an operating lease as of the First Amendment and Restatement Effective Date and any similar lease entered into after the First Amendment and Restatement Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations and (c) other than in respect of any change to FASB ASC 840 after the First Amendment and Restatement Effective Date, 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 First Amendment and Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding To enable the foregoing or anything herein to the contrary, the Borrower covenants ready and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations consistent determination of compliance with the terms and conditions of this Agreement shall be made on the basis that covenants set forth in Article VI, the Borrower has will not adopted Financial Accounting Standard Board Accounting Standards Codification 820 change the last day of its fiscal year from December 31, or 825-10 (or, the last days of the first three fiscal quarters in each caseof its fiscal years from March 31, any other Financial Accounting Standard having a similar result or effect) orJune 30 and September 30, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)respectively.

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 Effective Date December 15, 2018 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 (x) the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until made and (y) such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP becomes effectiveon December 15, 2018 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 December 15, 2018 that would otherwise require such leases to be treated as Capital Lease Obligations. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing 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 notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825any other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, the definitions set forth in the Loan Document and any financial calculations required by the Loan Documents shall be computed to exclude any effects on lease accounting as a result of ASU No. 2016-10 02 Leases (or, in each case, Topic 842) (or any other Financial Accounting Standard having a similar result or effect), regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP pursuant to ASU No. 2016-02 Leases (Topic 842) or, in the case of liabilities acquired in an acquisition, (or any other Financial Accounting Standard No. 141(R) (having a similar result or such successor standard solely as it relates to fair valuing liabilitieseffect).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effective. Notwithstanding accordance herewith (it being agreed, in the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders case of any such amendment that whether or not the Borrower may at any time adopt is solely in respect of an accounting change described in Financial Accounting Standard Standards Board Accounting Standards Codification 820 842 or 825-10 606 (or, in each case, or any other Financial Accounting Standard Standards Codifications having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilitiesand related interpretations), all determinations of compliance that no amendment fees shall be required to be paid by the Borrower to the Lenders (but the Borrower shall be responsible for costs and expenses relating to such amendment in accordance with the terms and conditions of this Agreement)). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein shall be made on the basis that the Borrower has not adopted construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Financial Accounting Standard Standards Board Accounting Standards Codification 820 825 (or 825-10 (or, in each case, any other Financial Accounting Standard Standards Codification having a similar result or effect) or(and related interpretations) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein, (b) any treatment of Indebtedness in the case respect of liabilities acquired in an acquisition, convertible debt instruments under Financial Accounting Standard Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (c) any valuation of Indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 141(R2015-03, it being agreed that Indebtedness shall at all times be valued at the full stated principal amount thereof, or (d) the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such successor standard solely lease (or similar arrangement) would have been treated as it relates an operating lease under GAAP as in effect immediately prior to fair valuing liabilities)the effectiveness of the Financial Accounting Standards Board Accounting Standards Codification 842.

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 Effective 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 in each case subject to the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions approval of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (not to be unreasonably withheld, conditioned or until such notice shall have been withdrawndelayed); provided, the Borrower’s compliance with such further, that all terms of an accounting or financial covenants nature used herein shall be determined on the basis construed, and all computations of GAAP as in amounts and ratios referred to herein shall be made without giving effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt (i) Statement of Financial Accounting Standard Board Accounting Standards Codification 820 141R or 825-10 ASC 805 (or, in each case, or any other Financial Accounting Standard financial accounting standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to (ii) any election under Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) 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 Subsidiary at “fair value” as defined therein. If the Borrower 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 successor standard solely as it relates change, “GAAP” shall mean international financial reporting standards pursuant to fair valuing liabilitiesIFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP).

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 Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Top Borrower or the Required Lenders, then the Top Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Top Borrower or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Top 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 successor standard solely as it relates conversion, the Top Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

Accounting Terms; GAAP. Except (a) (i) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that (A) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in 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 Borrower elects or is required to report under IFRS, the Borrower or the Required Lenders may request to amend the relevant affected provisions hereof (whether or not the request for such amendment is delivered before or after the relevant change or election) to eliminate the effect of such change or election, as the case may be, on the operation of such provision provisions and (or if x) 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 the relevant affected provisions (it being understood that no amendment or similar fee shall be payable 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 the Borrower, the Administrative Agent or any Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, as the case may be and Lenders agree to enter into negotiations in good faith in order to amend such (y) the relevant affected provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP and the currency, in each case, as in effect and applied immediately before such prior to the applicable change in GAAP becomes effectiveor election, as the case may be, until the request for amendment has been withdrawn by the Borrower or the Required Lenders, as applicable, or this Agreement has been amended as contemplated hereby. Notwithstanding Any consent required from the Administrative Agent or any Required Lender with respect to the foregoing shall not be unreasonably withheld, conditioned or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)delayed.

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 a Borrower notifies the Administrative Agent that the such Borrower requests an amendment to any provision hereof with respect to such Borrower to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the a Borrower that the Required Lenders request an amendment to any provision hereof with respect to such Borrower 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 such Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to such Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the such Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the such Borrower, the Administrative Agent and the Required Lenders (or until Lenders, such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the each Borrower covenants and agrees with the Lenders that whether or not the such Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect), Financial Accounting Standard No. 159 (or successor standard solely as it relates to fair value liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing value liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the such Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect), Financial Accounting Standard No. 159 (or such successor standard solely as it relates to fair value liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing value 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, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effective. Notwithstanding accordance herewith (it being agreed, in the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders case of any such amendment that whether or not the Borrower may at any time adopt is solely in respect of an accounting change described in Financial Accounting Standard Standards Board Accounting Standards Codification 820 842 or 825-10 606 (or, in each case, or any other Financial Accounting Standard Standards Codifications having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilitiesand related interpretations), all determinations of compliance that no amendment fees shall be required to be paid by the Borrower to the Lenders (but the Borrower shall be responsible for costs and expenses relating to such amendment in accordance with the terms and conditions of this Agreement)). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Loan Document, (a) no effect shall be made on given to the basis that the Borrower has not adopted Financial Accounting Standard Standards Board Accounting Standards Codification 820 842 (or 825-10 (or, in each case, any other Financial Accounting Standard Standards Codification having a similar result or effect) or, (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the case effectiveness of liabilities acquired in an acquisition, the Financial Accounting Standard Standards Board Accounting Standards Codification 842, (b) no effect shall be given to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein, (c) no effect shall be given to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (d) no effect shall be given 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. 141(R) (or such successor standard solely as 2015-03, it relates to fair valuing liabilities)being agreed that Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, (a) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP becomes effectiveon 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. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other “FASB”) Statement of Financial Accounting Standard having a similar result No. 159 (or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted FASB Statement of Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing 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 Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. In the event that historical accounting practices, systems or reserves relating to the components of the Aggregate Borrowing Base or the Borrowing Base of any Borrower are modified in a manner that is adverse to the Lenders in any material respect, the Borrowers will agree to maintain such additional reserves (for purposes of computing the Aggregate Borrowing Base and the Borrowing Base of each Borrower) in respect to the components of the 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 the Aggregate Borrowing Base and the Borrowing Base of each Borrower). Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other provision contained herein, (a) all computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under FASB ASC Topic 825 “Financial Accounting Standard Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Company or accounts for liabilities acquired its Subsidiaries at “fair value” as defined therein and (b) Indebtedness shall not include any obligations under leases that would be classified as operating leases under GAAP as in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made effect on the basis that date hereof, and the Borrower has payments thereon shall not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)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, 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 Amendment No. 1 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities)Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)Codification 825.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if . All calculations for the Borrower notifies purposes of determining compliance with the Administrative Agent that financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence as at the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions date of this Agreement so as and used in the preparation of the financial statements of the Borrower and the Credit Parties referred to equitably reflect in Section 5.1. For greater certainty, should the classification given to the First Notes and Second Notes or the First Units and Second Units change under GAAP, such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall Notes or Units would be the same after such change to comply with GAAP treated as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrowerdebt instead of equity, the Administrative Agent parties hereto acknowledge and agree that, for the Required Lenders (or until such notice shall have been withdrawn)purposes of calculating, and compliance with, the Borrower’s compliance with such financial ratios and financial covenants shall be determined on set forth hereunder, the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein classification given to the contrary, said Notes and Units as at the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions date of this Agreement shall be the classification used until the termination of this Agreement. Notwithstanding any provisions of GAAP, the First Preferred Shares and the Second Preferred Shares shall not be treated as Indebtedness for the purposes of calculating, and compliance with, the financial ratios and financial covenants set forth hereunder. Any financial ratios required to be maintained by the Borrower and the Credit Parties pursuant to this Agreement shall be calculated 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 in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement. In the event of a change in GAAP, the Borrower and the Administrative Agent shall negotiate in good faith to revise (if appropriate) such ratios and covenants to reflect GAAP as then in effect, and any new ratio or covenant shall be subject to approval by the Required Lenders. In the event that such negotiation is successful, all calculations thereafter made for the purpose of determining compliance with the financial ratios and financial covenants contained herein shall be made on a basis consistent with GAAP in existence as at the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case date of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)revision.

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 generally accepted accounting principles in the United States applied on a consistent basis as in effect from time to time (“US GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with US GAAP, as in effect from time to timetime unless otherwise agreed to by Borrower and the Required Lenders or as set forth below; provided that, that (i) the Borrower may elect to convert from US GAAP for the purposes of preparing its financial statements and keeping its books and records to IFRS and if the Borrower notifies the Administrative Agent that the Borrower requests an amendment makes such election it shall give prompt written notice to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until within five Business Days of such notice shall have been withdrawn)election, along with a reconciliation of the Borrower’s compliance financial statements covering the four most recent fiscal quarters for which financial statements are available (including a reconciliation of the Borrower’s audited financial statements prepared during such period), (ii) upon election of any conversion to IFRS, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend the financial ratios and requirements and other terms of an accounting or a financial nature in the Loan Documents to preserve the original intent thereof in light of such conversion to IFRS (subject to the approval of the Required Lenders); provided that, until so amended (x) such ratios or requirements (and all terms of an accounting or a financial nature) shall continue to be computed in accordance with US GAAP prior to such conversion to IFRS and (y) the Borrower shall provide to the Administrative Agent and the Lenders any documents and calculations required under this Agreement or as reasonably requested hereunder by the Administrative Agent or any Lender setting forth a reconciliation between calculations of such ratios and requirements and other terms of an accounting or a financial covenants nature made before and after giving effect to such conversion to IFRS and (iii) if at any time any change in US GAAP or change in IFRS would affect the computation of any financial ratio or requirement or other terms of an accounting or a financial nature set forth in any Loan Document, and the Borrower or the Required Lenders shall be determined on so request, the basis Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement or other terms of GAAP as an accounting or a financial nature to preserve the original intent thereof in effect and applied immediately before light of such change in US GAAP becomes effectiveor change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement or other terms of an accounting or a financial nature shall continue to be computed in accordance with US GAAP prior to such change therein or change in IFRS and (y) the Borrower shall provide to the Administrative Agent and the Lenders any documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement or other terms of an accounting or a financial nature made before and after giving effect to such change in US GAAP or change in IFRS. Notwithstanding the foregoing or anything herein to foregoing, for purposes of determining compliance with any covenant (including the contrarycomputation of any financial covenant) contained herein, Indebtedness of Holdings, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement its Subsidiaries shall be made deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of financial liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)shall be disregarded.

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 Effective Date 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 or in (subject to approval by the application thereof, then the Borrower, Required Lenders and the Administrative Borrower); provided, that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and the Administrative Borrower shall provide to the Agent and the Lenders agree within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Financial Officer of the Administrative Borrower setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to enter into negotiations the financial covenants as set forth in good faith in order to amend Section 6.10) that would have resulted if such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP statements had been prepared as if such change had not been madeimplemented; provided, howeverfurther, until that obligations relating to a lease that were accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by such amendments Person shall be accounted for as obligations relating to equitably reflect such changes are effective an operating lease and agreed 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 by the Borrowerin Article VI shall be made, the Administrative Agent and the Required Lenders without giving effect to any election under Statement of Financial Accounting Standards 159 (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to its Subsidiaries at “fair valuing liabilities)value”.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board Accounting Standards Codification 820 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect), 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 Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Standards Board Accounting Standards Codification 820 or 825-10 (or820, in each case, any other Financial Accounting Standard having a similar result No. 159 (or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities). The Borrower shall at all times continue to account for total return swaps as they are accounted for in the Borrower’s consolidated financial statements for the year ended December 31, 2017.

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 Closing Date, any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 5.1 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 Section 6 that would not have resulted had such accounting change not occurred, if requested by the Borrower notifies or the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the BorrowerAgent, the Administrative Agent and Lenders parties hereto agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result such that the criteria for evaluating the Borrower’s financial condition compliance with such covenants by Borrower shall be the same after such change to comply with GAAP as if such change had not been mademade (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 Section 6 shall be given effect until such amendments provisions are amended to equitably reflect such changes are effective in GAAP and agreed (ii) the Borrower shall provide to by the Borrower, the Administrative Agent and the Required Lenders (financial statements and other documents required under this Agreement or until as reasonably requested hereunder setting forth a reconciliation between such notice shall have been withdrawn)calculations made before and after giving effect to such change in GAAP. Notwithstanding any other provision of this Agreement to the contrary, for all purposes during the Borrower’s compliance with such financial covenants shall be determined on the basis term of this Agreement and any other Loan Document, each lease that pursuant to GAAP as in effect and applied immediately before such on the Closing Date would be classified as a capital lease or an operating lease will continue to be so classified, notwithstanding any change in GAAP becomes effective. Notwithstanding the foregoing or anything herein characterization of that lease subsequent to the contrary, the Borrower covenants and agrees with the Lenders that whether Closing Date based on changes to GAAP or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations interpretation of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date December 15, 2018 in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply BUSINESS.29745768.5 with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) 159 (or successor standard solely as it relates to fair valuing value liabilities)) or Accounting Standard Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) 159 (or such successor standard solely as it relates to fair valuing value liabilities) or Accounting Standard Codification 825. In addition, notwithstanding Accounting Standards Update 2015-03, GAAP or any other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, solely with respect to any change in GAAP after December 15, 2018 with respect to the accounting for leases as either operating leases or capital leases, any lease that is not (or would not be) a capital lease under GAAP as in effect on December 15, 2018 shall not be treated as a capital lease, and any lease that would be treated as a capital lease under GAAP as in effect on December 15, 2018 shall continue to be treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such change in GAAP after December 15, 2018, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP after December 15, 2018).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), 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. The Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing 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 notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 . Except with respect to calculating compliance with the financial covenants set forth in Section 6.07(c) (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, which shall be calculated as set forth in the case of liabilities acquired relevant definitions therefor), the Borrower shall at all times continue to account for total return swaps as they are accounted for in an acquisitionthe Borrower’s consolidated financial statements for the fiscal quarter ended September 30, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)2013.

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 Original Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (orany other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, solely with respect to any change in each caseGAAP after the Original Effective Date with respect to the accounting for leases as either operating leases or capital leases, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) lease that is not (or would not be) a capital lease under GAAP as in effect on the Original Effective Date shall not be treated as a capital lease, and any lease that would be treated as a capital lease under GAAP as in effect on the Original Effective Date shall continue to be treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such successor standard solely as it relates to fair valuing liabilitieschange in GAAP after the Original Effective Date, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP after the Original 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 the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities); provided that, if the Borrower shall at any time adopt Financial Accounting Standard No. 159, or if Financial Accounting Standard No. 141(R) shall apply with respect to any acquired assets or liabilities, for purposes of calculating compliance with Section 6.07(a) and Section 6.07(b) after such adoption, or for any period ending after such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 or Financial Accounting Standard No. 141(R), as applicable.

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 Fixed Charge Coverage Ratio, the Net Interest Coverge Ratio, the First Lien Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that (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 Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith, and (ii) if such an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effectiveor the application thereof. Notwithstanding the foregoing All terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of any Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Lead 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, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such successor standard solely as it relates conversion, the Lead Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

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 Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated Adjusted EBITDA, or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower Issuer notifies the Administrative Agent Purchaser Representative that the Borrower Issuer requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) of the First Lien Credit Agreement 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 Purchaser Representative notifies the Borrower Issuer 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Issuer or the Required Purchasers, then the Issuer and the Required Purchasers 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 Purchasers) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Issuer or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Issuer notifies the Purchaser Representative that Opco (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 successor standard solely as it relates conversion, Opco cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities)Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having Codification 825. For the avoidance of doubt, leases shall continue to be classified and accounted for on a similar result or effect) orbasis consistent with GAAP as in effect on the date hereof for all purposes of the Credit Agreement, notwithstanding any change in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)GAAP related hereto.

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, GAAP as in effect from time to time; time; provided that, if Holdings or the Borrower notifies Required Lenders notify the Administrative Agent that the Borrower requests they request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (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 the Borrower, the Administrative Agent Lenders and Lenders agree to enter into negotiations Holdings shall negotiate in good faith to preserve the original intent thereof in order light of such change in GAAP (subject to amend such provisions the approval of the Required Lenders) and until so amended, (a) accounting terms used in any ratio or requirement and not otherwise defined in this Agreement so as shall continue to equitably reflect be computed in accordance with GAAP prior to such change therein and (b) Holdings shall provide to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (financial statements and other documents required under this Agreement or until as reasonably requested hereunder setting forth a reconciliation between calculations of such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in ratio or requirement made before and after giving effect and applied immediately before to such change in GAAP becomes effective. Notwithstanding GAAP; provided, further, that all terms of an accounting or financial nature (including, without limitation, the foregoing or anything herein definitions of Capital Lease Obligations, Consolidated Interest Expense and Indebtedness) shall be construed without giving effect to (i) any changes to the contrarycurrent GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on August 17, 2010 entitled “Leases (Topic 840)” or otherwise arising out of the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at FASB project on lease accounting described in such exposure draft, (ii) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities), or 825any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Loan Parties at “fair value”, as defined therein and (iii) any treatment of Indebtedness relating to convertible or equity-10 linked securities under Accounting Standards Codification 470-20 (or, in each case, or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) requiring the valuation of any such Indebtedness in a reduced or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely bifurcated manner as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)described therein.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s 's financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities)Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board No. 159 or Accounting Standard Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (orany other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, solely with respect to any change in each caseGAAP after the Restatement Effective Date with respect to the accounting for leases as either operating leases or capital leases, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) lease that is not (or would not be) a capital lease under GAAP as in effect on the Restatement Effective Date shall not be treated as a capital lease, and any lease that would be treated as a capital lease under GAAP as in effect on the Restatement Effective Date shall continue to be treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such successor standard solely as it relates to fair valuing liabilitieschange in GAAP after the Restatement Effective Date, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP after the Restatement Effective Date).

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all accounting terms and all terms of an accounting or a financial nature shall be construed interpreted, all accounting determinations thereunder shall be made, and all financial statements required to be delivered thereunder shall be prepared, 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 of any provision hereof financial covenant to eliminate or modify the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to of any provision hereof financial covenant 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, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants covenant shall be determined on the basis of GAAP as in effect and applied immediately before the relevant change became effective, until either such change notice is withdrawn or such covenant is amended in GAAP becomes effectivea manner satisfactory to the Borrower and the Required Lenders. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at without giving effect to (i) any time adopt election under Financial Accounting Standard Standards Board Accounting Standards Codification 820 825 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a of the Borrower or any Subsidiary at “fair value basis pursuant to value”, as defined therein and (ii) the Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Standards Board Accounting Standards Codification 820 842 (or 825-10 (or, in each case, any other Financial Accounting Standard Standards Codification having a similar result or effect) or, (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the case effectiveness of liabilities acquired in an acquisition, the Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)Standards Board Accounting Standards Codification 842.

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, GAAP as in effect from time to time; provided that, if Holdings or the Borrower notifies Required Lenders notify the Administrative Agent that the Borrower requests they request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (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 the Borrower, the Administrative Agent Lenders and Lenders agree to enter into negotiations Holdings shall negotiate in good faith to preserve the original intent thereof in order to amend such provisions light of this Agreement so as to equitably reflect such change in GAAP (subject to comply the approval of the Required Lenders) and until so amended, (i) any ratio or requirement shall continue to be computed in accordance with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after prior to such change therein and (ii) Holdings shall provide to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (financial statements and other documents required under this Agreement or until as reasonably requested hereunder setting forth a reconciliation between calculations of such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in ratio or requirement made before and after giving effect and applied immediately before to such change in GAAP becomes effective. Notwithstanding GAAP; provided, further, that all terms of an accounting or financial nature (including, without limitation, the foregoing or anything herein definitions of Capital Lease Obligations, Consolidated Interest Expense, Consolidated Indebtedness, Consolidated Secured Indebtedness and Indebtedness) shall be construed without giving effect to (A) any changes to the contrarycurrent GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on August 17, 2010 entitled “Leases (Topic 840)” or otherwise arising out of the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at FASB project on lease accounting described in such exposure draft, (B) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities), or 825any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Loan Parties at “fair value”, as defined therein and (C) any treatment of Indebtedness relating to convertible or equity-10 linked securities under Accounting Standards Codification 470-20 (or, in each case, or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) requiring the valuation of any such Indebtedness in a reduced or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely bifurcated manner as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)described therein.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result matter, for purposes of calculating any financial or effect) orother covenants hereunder, in debt issuance costs shall not be deducted from the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)related debt obligation.

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 If at any time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereofthereof would affect the computation or interpretation of any financial ratio, then basket, requirement or other provision set forth in any Loan Document, and either the Borrower, Parent Borrower or the Administrative Agent and Required Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement shall so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrowerrequest, the Administrative Agent and the Required Lenders (Parent Borrower shall negotiate in good faith to amend such ratio, basket, requirement or until such notice shall have been withdrawn), other provision to preserve the Borrower’s compliance with such financial covenants shall be determined on the basis original intent thereof in light of GAAP as in effect and applied immediately before such change in GAAP becomes effectiveor the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided that until so amended, (i) (A) 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 (B) the Parent Borrower shall provide to the Administrative Agent and the Lenders 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 or (ii) the Parent Borrower may elect to fix GAAP (for purposes of such ratio, basket, requirement or other provision) as of another later date notified in writing to the Administrative Agent from time to time. Notwithstanding the foregoing or anything herein foregoing, (a) Capital Lease Obligations shall be excluded from (i) for the purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and Secured Net Leverage Ratio, Total Indebtedness, (ii) for the purposes of Section 6.01, Indebtedness and (iii) Section 6.04(o) (to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (orextent recharacterized as a Capital Lease Obligation after such lease is entered into), in each case, to the extent such Capital Lease Obligations would have been characterized as operating leases based on GAAP as of the Closing Date and (b) for purposes of determining compliance with any covenant (including the computation of the Financial Covenant) contained herein, Indebtedness of the Parent Borrower and its Subsidiaries shall be determined without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Parent Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilitiesfull 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 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 Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. In the event that historical accounting practices, systems or reserves relating to the components of the Aggregate Borrowing Base, the US Borrowing Base, the Canadian Borrowing Base, the Puerto Rican Borrowing Base or the FILO Term Loan Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, the Borrowers will agree to maintain such additional reserves (for purposes of computing the Aggregate Borrowing Base, the US Borrowing Base, the Canadian Borrowing Base, the Puerto Rican Borrowing Base and the FILO Borrowing Base) in respect to the components of the Aggregate Borrowing Base, the US Borrowing Base, the Canadian Borrowing Base, the Puerto Rican Borrowing Base and the FILO Borrowing Base and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or modifying the eligibility criteria for the components of the Aggregate Borrowing Base, the US Borrowing Base, the Canadian Borrowing Base, the Puerto Rican Borrowing Base and the FILO Borrowing Base) as reasonably requested by the Administrative Agent in its Permitted Discretion. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other provision contained herein, (a) all computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under FASB ASC Topic 825 “Financial Accounting Standard Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Company or accounts its Restricted Subsidiaries at “fair value” as defined therein and (b) for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations purposes of determining compliance with the terms and conditions 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 basis Third Restatement Date that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates would require operating leases to fair valuing liabilities)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 Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities)Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board No. 159 or Accounting Standard Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result matter, for purposes of calculating any financial or effect) orother covenants hereunder, in debt issuance costs shall not be deducted from the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)related debt obligation.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio 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 Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, (a) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in 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 (x) the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until made and (y) such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing 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, that (a) if the Borrower notifies Borrowers notify the Administrative Agent that the Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) obligations relating to a lease that were (or would be) classified and accounted for by Parent and its Subsidiaries as an operating lease under GAAP as in effect on the Effective Date shall continue to be classified and accounted for as obligations relating to an operating lease and not as a capitalized lease notwithstanding any change in GAAP becomes effectivewith respect to leases including, without limitation, pursuant to Accounting Standards Codification 840 or Accounting Standards Codification 842. Notwithstanding the foregoing or anything herein preceding sentence, the calculation of liabilities shall not include any fair value adjustments to the contrarycarrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10- 25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Accordingly, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for amount of liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that historical cost basis, which generally is the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 contractual amount owed adjusted for amortization or 825-10 accretion of any premium or discount. (or, in each case, any other Financial Accounting Standard having a similar result or effecte) or, in Article II of the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).Credit Agreement is hereby amended by inserting the following new Section 2.22:

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 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 thereofthereof then, then (x) the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until made and (y) such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update No. 2016-02, Leases (Topic 842) (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

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 Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the Borrower (or its applicable Specified 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

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 Fixed Charge Coverage Ratio, the First Lien Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that (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 Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith, and (ii) if such an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effectiveor the application thereof. Notwithstanding the foregoing All terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 800-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of any Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Lead 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, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such successor standard solely as it relates conversion, the Lead Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities); provided that, if the Borrower shall at any time adopt Financial Accounting Standard No. 159, or if Financial Accounting Standard No. 141(R) shall apply with respect to any acquired assets or liabilities, for purposes of calculating compliance with Sections 6.01(g) and 6.07(a) after such adoption, or for any period ending after such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 or Financial Accounting Standard No. 141(R), as applicable.

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 generally accepted accounting principles in the United States applied on a consistent basis as in effect from time to time (“U.S. GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with U.S. GAAP, as in effect from time to time; provided that, if the time unless otherwise agreed to by Parent Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that and the Required Lenders request an amendment or as set forth below; provided that (i) the Parent Borrower may elect to any provision hereof convert from U.S. GAAP for the purposes of preparing its financial statements and keeping its books and records to IFRS and if the Parent Borrower makes such purpose), regardless of whether any such election it shall give prompt written notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Lenders within five Business Days of such election, along with a reconciliation of the Parent Borrower’s financial statements covering the four most recent fiscal quarters for which financial statements are available (including a reconciliation of the Parent Borrower’s audited financial statements prepared during such period), (ii) upon election of any conversion to IFRS, the Administrative Agent, the Lenders and the Parent Borrower shall negotiate in good faith to amend the financial ratios and requirements and other terms of an accounting or a financial nature in the Loan Documents to preserve the original intent thereof in light of such conversion to IFRS (subject to the approval of the Required Lenders); provided that, until so amended (x) such ratios or requirements (and all terms of an accounting or a financial nature) shall continue to be computed in accordance with U.S. GAAP prior to such conversion to IFRS and (y) the Parent Borrower shall provide to the Administrative Agent and the Lenders any documents and calculations required under this Agreement or as reasonably requested hereunder by the Administrative Agent or any Lender setting forth a reconciliation between calculations of such ratios and requirements and other terms of an accounting or a financial nature made before and after giving effect to such conversion to IFRS and (iii) if at any time any change in U.S. GAAP or change in IFRS would affect the computation of any financial ratio or requirement or other terms of an accounting or a financial nature set forth in any Loan Document, and the Parent Borrower or the Required Lenders (or until such notice shall have been withdrawn)so request, the Borrower’s compliance with Administrative Agent, the Lenders and the Parent Borrower shall negotiate in good faith to amend such ratio or requirement or other terms of an accounting or a financial covenants shall be determined on nature to preserve the basis original intent thereof in light of GAAP as in effect and applied immediately before such change in U.S. GAAP becomes effectiveor change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement or other terms of an accounting or a financial nature shall continue to be computed in accordance with U.S. GAAP prior to such change therein or change in IFRS and (y) the Parent Borrower shall provide to the Administrative Agent and the Lenders any documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement or other terms of an accounting or a financial nature made before and after giving effect to such change in U.S. GAAP or change in IFRS. Notwithstanding the foregoing or anything herein to foregoing, for purposes of determining compliance with any covenant (including the contrarycomputation of any financial covenant) contained herein, Indebtedness of Holdings, the Parent Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement its Subsidiaries shall be made deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of financial liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)shall be disregarded.

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 a Borrower notifies the Administrative Agent that the such Borrower requests an amendment to any provision hereof with respect to such Borrower to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the a Borrower that the Required Lenders request an amendment to any provision hereof with respect to such Borrower 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 such Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to such Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the such Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawnreallocation), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contraryforegoing, the Borrower covenants and agrees with the Lenders that whether or not the Borrower no Voluntary Reallocation may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar be effected if such Voluntary Reallocation would result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant increase of the aggregate Subcommitments with respect to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations any Borrower of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, more than $100,000,000 in the case of liabilities acquired aggregate in an acquisition, Financial Accounting Standard No. 141(R) any rolling twelve-month period (or after giving effect to each Voluntary Reallocation during such successor standard solely as it relates to fair valuing liabilitiesperiod).

Accounting Terms; GAAP. (a) 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 that are used in calculating the Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time on the First Amendment Effective Date unless otherwise agreed to timeby the Borrower Agent and the Required Lenders; provided that, 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 First Amendment Effective Date 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 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if an amendment is requested by the Borrower Agent or the Required Lenders, then the Borrower Agent and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing or anything herein application thereof subject to the contraryapproval of the Required Lenders (not to be unreasonably withheld, the Borrower covenants conditioned or delayed); provided, further, that all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Borrowers or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto 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. If the Borrower Agent 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 herewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates Borrower Agent cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , except that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (including any election by the Borrower that its financial statements be prepared and maintained in accordance with International Financial Reporting Standards) (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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, that, if the Borrower elects to prepare and maintain its financial statements in accordance with International Financial Reporting Standards, then, compliance with Section 6.01 shall continue to be determined by reference to GAAP becomes effectiveas in effect prior to such election and the Borrower shall deliver, together with any compliance certificate furnished pursuant to Section 5.01(c) or any other similar document, a reconciliation of its calculations with respect to Section 6.01 to its financial statements prepared in accordance with International Financial Reporting Standards. Notwithstanding the foregoing foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. In addition, if at any time any change in GAAP would cause a re-characterization of operating leases of the Borrower and its Subsidiaries as Capital Lease Obligations, or anything herein cause such operating leases to the contrarybe accounted for as Capital Lease Obligations, the Borrower covenants shall have the right to elect, exercised by providing written notice to the Administrative Agent, to ignore such re-characterization or accounting change and agrees with to continue to treat such leases as operating leases for all purposes under this Agreement, including, without limitation, the Lenders that whether or not calculation of any financial ratios and the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations definition of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)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 the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein The Credits Revolving Commitments. Subject to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Borrower, Administrative Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement Agreement, the Notes or any Revolving Loan and that neither the Notes nor any Revolving Loan shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 governed by Chapter 346 or 825-10 (or, subject to its provisions in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)manner whatsoever.

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 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 Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Top Borrower or the Required Lenders, then the Top Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Top Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Top 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 successor standard solely as it relates conversion, the Top Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

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 contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value,” as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Holdings, the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose)Lenders, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the BorrowerHoldings, the Administrative Agent and the Lenders agree to will enter into negotiations in good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s Holdings’ financial condition shall will be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; providedprovided that (a) the Lenders shall have received at least fifteen (15) Business Days’ advance written notice of such Accounting Change, however(b) provisions of this Agreement in effect on the date of such Accounting Change will remain in effect until the effective date of such amendment, until such amendments to equitably reflect such changes are effective and agreed to (c) if requested by the BorrowerAdministrative Agent or any Lender, for any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Accounting Change, the Borrowers shall provide a reconciliation applying the Accounting Change to any such previous calculation or determination, (d) if the Accounting Change would affect the calculation of any covenant set forth herein, the Borrowers shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of any financial statements or reports with respect to such covenant, statements setting forth a reconciliation between calculations of such covenant made before and after giving effect to such Accounting Change and (e) in connection with any Accounting Change, Holdings and the Borrowers shall use commercial reasonable efforts to respond to any questions from, and provide any information reasonably requested by, the Administrative Agent and the Required Lenders, and the Administrative Agent and the Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance each be reasonably satisfied with such financial covenants shall be determined on responses and information provided prior to the basis effectiveness of any Accounting Change. “Accounting Change” means subject to the immediately preceding sentence in this Section 1.03, (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, (2) any change in the application of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding by Holdings or (3) the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations adoption of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)IFRS by Holdings.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP (or, if applicable, law) with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect effect, and applied as applied, immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities)Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)Codification 825.

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 generally accepted accounting principles in the United States applied on a consistent basis as in effect from time to time (“US GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with US GAAP, as in effect from time to timetime unless otherwise agreed to by Borrower and the Required Lenders or as set forth below; provided that, that (i) the Borrower may elect to convert from US GAAP for the purposes of preparing its financial statements and keeping its books and records to IFRS and if the Borrower notifies the Administrative Agent that the Borrower requests an amendment makes such election it shall give prompt written notice to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until within five Business Days of such notice shall have been withdrawn)election, along with a reconciliation of the Borrower’s compliance financial statements covering the four most recent fiscal quarters for which financial statements are available (including a reconciliation of the Borrower’s audited financial statements prepared during such period), (ii) upon election of any conversion to IFRS, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend the financial ratios and requirements and other terms of an accounting or a financial nature in the Loan Documents to preserve the original intent thereof in light of such conversion to IFRS (subject to the approval of the Required Lenders); provided that, until so amended (x) such ratios or requirements (and all terms of an accounting or a financial nature) shall continue to be computed in accordance with US GAAP prior to such conversion to IFRS and (y) the Borrower shall provide to the Administrative Agent and the Lenders any documents and calculations required under this Agreement or as reasonably requested hereunder by the Administrative Agent or any Lender setting forth a reconciliation between calculations of such ratios and requirements and other terms of an accounting or a financial covenants nature made before and after giving effect to such conversion to IFRS and (iii) if at any time any change in US GAAP or change in IFRS would affect the computation of any financial ratio or requirement or other terms of an accounting or a financial nature set forth in any Loan Document, and the Borrower or the Required Lenders shall be determined on so request, the basis Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement or other terms of GAAP as an accounting or a financial nature to preserve the original intent thereof in effect and applied immediately before light of such change in US GAAP becomes effectiveor change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement or other terms of an accounting or a financial nature shall continue to be computed in accordance with US GAAP prior to such change therein or change in IFRS and (y) the Borrower shall provide to the Administrative Agent and the Lenders any documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement or other terms of an accounting or a financial nature made before and after giving effect to such change in US GAAP or change in IFRS. Notwithstanding the foregoing or anything herein to foregoing, for purposes of determining compliance with any covenant (including the contrarycomputation of any financial covenant) contained herein, Indebtedness of Holdings, the Borrower covenants and agrees its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. For the avoidance of doubt, with respect to the Lenders incurrence of any Indebtedness or the making of any Investment, Asset Sale, Sale Leaseback Transaction or Restricted Payment in reliance on any provision of Article VI hereof that whether is based on a percentage of Consolidated Net Tangible Assets, such provision shall be deemed to be tested solely upon incurrence of such Indebtedness or not the Borrower may at making of any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 such Investment, Asset Sale, Sale Leaseback Transaction or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectRestricted Payment with respect to Consolidated Net Tangible Assets as of the end of the most recent period for which financial statements have been delivered under Section 5.01(a) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilitiesb).

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 contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value,” as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Holdings or the Administrative Agent that (acting upon the Borrower requests an amendment to any provision hereof to eliminate the effect request of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purposeLenders), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the BorrowerHoldings, the Administrative Agent and the Lenders agree to will enter into negotiations in good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s Holdings’ financial condition shall will be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; providedprovided that (a) the Lenders shall have received at least fifteen (15) Business Days’ advance written notice of such Accounting Change, however(b) provisions of this Agreement in effect on the date of such Accounting Change will remain in effect until the effective date of such amendment, until such amendments to equitably reflect such changes are effective and agreed to (c) if requested by the BorrowerAdministrative Agent (acting upon the request of the Required Lenders) or any Lender, for any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Accounting Change, the Borrowers shall provide a reconciliation applying the Accounting Change to any such previous calculation or determination, (d) if the Accounting Change would affect the calculation of any covenant set forth herein, the Borrowers shall provide to the Administrative Agent and the Lenders, concurrently with the delivery of any financial statements or reports with respect to such covenant, statements setting forth a reconciliation between calculations of such covenant made before and after giving effect to such Accounting Change and (e) in connection with any Accounting Change, Holdings and the Borrowers shall use commercial reasonable efforts to respond to any questions from, and provide any information reasonably requested by, the Administrative Agent and the Required Lenders (or until such notice and the Lenders shall have been withdrawn), the Borrower’s compliance each be reasonably satisfied with such financial covenants shall be determined on responses and information provided prior to the basis effectiveness of any Accounting Change. “Accounting Change” means subject to the immediately preceding sentence in this Section 1.03, (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, (2) any change in the application of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding by Holdings or (3) the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations adoption of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)IFRS by Holdings.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all accounting terms and all terms of an accounting or a financial nature shall be construed interpreted, all accounting determinations thereunder shall be made, and all financial statements required to be delivered thereunder shall be prepared, 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 of any provision hereof financial covenant to eliminate or modify the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof of the financial covenants 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, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants covenant shall be determined on the basis of GAAP as in effect and applied immediately before the relevant change became effective, until either such change notice is withdrawn or such covenant is amended in GAAP becomes effectivea manner satisfactory to the Borrower and the Required Lenders. Notwithstanding the foregoing foregoing, following any changes after the date hereof in GAAP or anything herein to in the contraryapplication thereof involving the treatment of operating leases and stock-based compensation (such changes, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial “Specified Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilitiesChanges”), all determinations terms of compliance with the terms and conditions of this Agreement an accounting or financial nature used herein shall be made on construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to the basis that Specified Accounting Changes. In such event, whenever the Borrower has not adopted provides to the Agent and the Lenders financial statements, such financial statements may be prepared in accordance with GAAP as then in effect, but shall be accompanied by a reconciliation in form and detail reasonably satisfactory to the Agent, which shall be certified as being true and correct by a Financial Officer, showing and quantifying all adjustments and modifications to such GAAP financial statements necessary to eliminate the effect of the Specified Accounting Standard Board Changes (collectively, the “Specified Accounting Standards Codification 820 Adjustments”) and setting forth calculations of the applicable amounts and ratios upon which covenant compliance or 825-10 (or, in each case, any other Financial mandatory prepayments are based giving effect to the Specified Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)Adjustments.

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 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 thereofthereof then, then (x) the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until made and (y) such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update No. 2016-02, Leases (Topic 842) (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities). SECTION 1.05.

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, GAAP as in effect from time to time; provided that, if Holdings or the Borrower notifies Required Lenders notify the Administrative Agent that the Borrower requests they request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (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 the Borrower, the Administrative Agent Lenders and Lenders agree to enter into negotiations Holdings shall negotiate in good faith to preserve the original intent thereof in order to amend such provisions light of this Agreement so as to equitably reflect such change in GAAP (subject to comply the approval of the Required Lenders) and until so amended, (i) any ratio or requirement shall continue to be computed in accordance with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after prior to such change therein and (ii) Holdings shall provide to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (financial statements and other documents required under this Agreement or until as reasonably requested hereunder setting forth a reconciliation between calculations of such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in ratio or requirement made before and after giving effect and applied immediately before to such change in GAAP becomes effective. Notwithstanding GAAP; provided further that all terms of an accounting or financial nature (including, without limitation, the foregoing or anything herein definitions of Capital Lease Obligations, Consolidated Interest Expense, Consolidated Indebtedness, Consolidated Secured Indebtedness and Indebtedness) shall be construed without giving effect to (A) any changes to the contrarycurrent GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on August 17, 2010 entitled “Leases (Topic 840)” or otherwise arising out of the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at FASB project on lease accounting described in such exposure draft, (B) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities), or 825any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Loan Parties at “fair value”, as defined therein and (C) any treatment of Indebtedness relating to convertible or equity-10 linked securities under Accounting Standards Codification 470-20 (or, in each case, or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) requiring the valuation of any such Indebtedness in a reduced or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely bifurcated manner as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)described therein.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or. For the avoidance of doubt, leases shall continue to be classified and accounted for on a basis consistent with GAAP as in each caseeffect on the date hereof for all purposes of the Creditthis Agreement, notwithstanding any other Financial Accounting Standard having a similar result or effect) or, change in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)GAAP related hereto.

Accounting Terms; GAAP. Except as otherwise All accounting terms used herein which are not expressly provided herein, all terms of an accounting or financial nature shall be construed defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, as (a) all computations made pursuant to this Agreement shall be made in effect from time to time; provided that, if accordance with GAAP and (b) all financial statements shall be prepared in accordance with GAAP. If the Borrower Company notifies the Administrative Agent holders of the Notes that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Required Holders notify the Borrower Company that the Required Lenders Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective (“Static GAAP”) until such notice shall have been withdrawn or such provision amended in accordance herewith. During any period that compliance with the covenants shall be determined pursuant to Static GAAP, the Company shall include relevant reconciliations in reasonable detail between GAAP becomes effective. Notwithstanding the foregoing or anything herein and Static GAAP with respect to the contraryapplicable covenant compliance calculations contained in each certificate of a Senior Financial Officer of the Company and the Parent delivered pursuant to Section 7.2(a) during such period. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the Borrower covenants and agrees with definition of “Indebtedness”), any election by the Lenders that whether Parent or not the Borrower may at any time adopt Subsidiary to measure any financial liability using fair value (as permitted by Financial Accounting Standard Standards Board Accounting Standards Codification 820 or 825Topic No. 000-10 (or00-00 – Fair Value Option, in each case, any other Financial International Accounting Standard having a 39 – Financial Instruments: Recognition and Measurement or any similar result or effectaccounting standard) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms shall be disregarded and conditions of this Agreement such determination shall be made on the basis that the Borrower has as if such election had not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)been made.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or. For the avoidance of doubt, leases shall continue to be classified and accounted for on a basis consistent with GAAP as in each caseeffect on the date hereof for all purposes of the Credit Agreement, notwithstanding any other Financial Accounting Standard having a similar result or effect) or, change in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)GAAP related hereto.

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 Original Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s 's financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (orany other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, solely with respect to any change in each caseGAAP after the Original Effective Date with respect to the accounting for leases as either operating leases or capital leases, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) lease that is not (or would not be) a capital lease under GAAP as in effect on the Original Effective Date shall not be treated as a capital lease, and any lease that would be treated as a capital lease under GAAP as in effect on the Original Effective Date shall continue to be treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such successor standard solely as it relates to fair valuing liabilitieschange in GAAP after the Original Effective Date, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP after the Original Effective Date).

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;quarter ended September 30, 2016; 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 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. At any time after the Third Restatement Effective Date, Parent may elect to apply IFRS in lieu of GAAP becomes effectiveand, 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 GAAP for periods that include fiscal quarters ended prior to Parent’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Notwithstanding the foregoing or anything herein to the contrarycontrary in this Agreement or in any other Loan Document, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Statement of Financial Accounting Standard Board Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting or accounts for requiring a Person to value its financial liabilities acquired in an acquisition on a or Indebtedness at the fair value basis pursuant thereof and (b) if at any time the obligations of any Person in respect of an operating lease are required to Financial Accounting Standard No. 141(Rbe recharacterized as Capital Lease Obligations as a result of a change in GAAP (including as a result of an election to apply IFRS) (or successor standard solely after the Third Restatement Effective 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 constitute obligations in respect of an operating lease, as it relates to fair valuing liabilities), all determinations of compliance defined and interpreted in accordance with the terms GAAP as in effect and conditions of this Agreement shall be made applied on the basis that Third Restatement Effective Date, then the Borrower has obligations under such lease shall not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)be deemed Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities). The Borrower shall at all times continue to account for total return swaps as they are accounted for in the Borrower’s consolidated financial statements for the year ended December 31, 2013.

Accounting Terms; GAAP. (a) 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 that are used in calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio 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 Agent and the Required Lenders; provided that, 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 Effective Closing Date 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 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Borrower Agent or the Required Lenders, then the Borrower Agent and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing or anything herein application thereof subject to the contraryapproval of the Required Lenders (not to be unreasonably withheld, the Borrower covenants conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Borrowers or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto 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. If the Borrower Agent 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 herewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates Borrower Agent cannot elect to fair valuing liabilitiesreport under GAAP).

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 contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrower notifies or any Subsidiary at “fair value,” as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower or the Administrative Agent that (acting upon the Borrower requests an amendment to any provision hereof to eliminate the effect request of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose(or, after the Discharge of ABL Revolving Claims, the Required Term Lenders)), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to will enter into negotiations in good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall will be the same after such change to comply with GAAP Accounting Change as if such change Accounting Change had not been madeoccurred; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders provided that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions provisions of this Agreement shall be made in effect on the basis that date of such Accounting Change will remain in effect until the Borrower has not adopted 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 Standard Standards Board Accounting Standards Codification 820 of the American Institute of Certified Public Accountants or 825-10 (or, in each case, 2) any other Financial Accounting Standard having a similar result or effect) or, change in the case application of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (GAAP by Holdings or such successor standard solely as it relates to fair valuing liabilities)the Borrower.

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 Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, thereof then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP becomes effectiveon 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. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

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 to time; provided thattime unless otherwise agreed to by Administrative Borrower and the Required Lenders, if provided, however, in the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect event of any material change occurring after the Effective Date in GAAP with respect to the treatment of leases as operating or in capital, Borrowers may delay, for purposes hereof, the application applicability thereof on for up to 120 days from 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 date such change in GAAP is pronounced. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and Administrative Borrower or in the application thereof, then the BorrowerRequired Lenders shall so request, the Administrative Agent and Lenders agree to enter into negotiations Administrative Borrower shall negotiate in good faith in order to amend such provisions ratio to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective(subject to the approval of the Required Lenders); provided that, until so amended, such ratio shall continue to be computed in accordance with GAAP prior to such change therein and Administrative Borrower shall provide to Administrative Agent the reconciliation statements required under Section 5.01. Notwithstanding When used herein, the foregoing or anything term “financial statement” shall include balance sheets, statements of earnings, statements of equity holders’ equity and the notes and schedules thereto, and each reference herein to the contrary, the Borrower covenants and agrees with the Lenders that whether a balance sheet or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having financial statement of Holdings shall be to a similar result or effect) or accounts for liabilities acquired in an acquisition statement prepared on a fair value basis pursuant to Financial Accounting Standard Noconsolidated basis, unless otherwise specified. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations For purposes of determining compliance with the terms financial covenants contained in this Agreement, any election by any Borrower to measure any portion of a non-derivative financial liability included in the definition of Indebtedness at fair value (as permitted by Financial Accounting Standards Board No. 159 or any similar accounting standard) other than to reflect a hedge of such non-derivative financial liability (including without limitation, both interest rate and conditions of this Agreement foreign currency xxxxxx) shall be disregarded and such determination shall be made on instead using the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case outstanding amount of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)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 the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this thethis Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standard Codification 825. 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, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to Financial Accounting Standard Board Accounting Standard Codifications), to value any Indebtedness of the Borrower or any Subsidiary at “fair market value”, as defined therein. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result matter, for purposes of calculating any financial or effect) orother covenants hereunder, in debt issuance costs shall not be deducted from the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)related debt obligation.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standard Codification 825. 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, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to Financial Accounting Standard Board Accounting Standard Codifications), to value any Indebtedness of the Borrower or any Subsidiary at “fair market value”, as defined therein. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result matter, for purposes of calculating any financial or effect) orother covenants hereunder, in debt issuance costs shall not be deducted from the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)related debt obligation.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities). The Borrower shall at all times continue to account for total return swaps as they are accounted for in the Borrower’s consolidated financial statements for the year ended December 31, 2012.

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 Senior Secured 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 Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Company notifies the Administrative Agent that the Borrower Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If the Company prepares the financial statements it files with the Securities and Exchange Commission in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and/or as otherwise required or permitted by the Securities and Exchange Commission, (i) IFRS shall be treated as GAAP becomes effective. Notwithstanding for purposes of this Agreement, including Section 5.01 and each of the foregoing defined terms in Section 1.01 that refers to GAAP, and no reconciliation of IFRS to GAAP shall be required for any period or any purpose under this Agreement; (ii) the Interest Coverage Ratio and the Leverage Ratio shall be amended, to the extent necessary or appropriate, to give effect to any change in accounting principles or policies arising from differences between GAAP and IFRS, each as applied by the Company in preparing the IFRS financial statements it files with the Securities and Exchange Commission, to preserve, to the maximum extent possible, the same effect as if such ratios were computed in accordance with GAAP as in effect on the date of this Agreement (as applied by the Company in the financial statements it files with the Securities and Exchange Commission for the fiscal year ended December 31, 2011); and (iii) the amendments referred to in clause (ii) shall become effective at such time as may be agreed by the Company and the Administrative Agent, without any other vote or consent of Lenders, notwithstanding anything herein in Section 9.02 to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing 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, that (a) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in 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 thereofthereof then, then (x) the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until made and (y) such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update No. 2016-02, Leases (Topic 842) (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities). It is understood and agreed that the valuations and other financial determinations included herein are solely for the purposes of this Agreement and, for financial reporting purposes, the Borrower will use valuations as determined by or under the supervision of its board of directors and in accordance with its valuation policies and procedures as required by the Investment Company Act.

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 Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, thereof then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP becomes effectiveon 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. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 Revolving Credit Agreement OR NOT THE BORROWER MAY AT ANY TIME ADOPT FINANCIAL ACCOUNTING STANDARD NO. 159 (or, in each case, any other Financial Accounting Standard having a similar result or effectOR 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 Financial Accounting Standard NoOR ACCOUNTS FOR LIABILITIES ACQUIRED IN AN ACQUISITION ON A FAIR VALUE BASIS PURSUANT TO FINANCIAL ACCOUNTING STANDARD NO. 141(R) (or successor standard solely as it relates to fair valuing liabilitiesOR SUCCESSOR STANDARD SOLELY AS IT RELATES TO FAIR VALUING LIABILITIES), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 ALL DETERMINATIONS OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE MADE ON THE BASIS THAT THE BORROWER HAS NOT ADOPTED FINANCIAL ACCOUNTING STANDARD NO. 159 (orOR SUCH SUCCESSOR STANDARD SOLELY AS IT RELATES TO FAIR VALUING LIABILITIES) OR, in each caseIN THE CASE OF LIABILITIES ACQUIRED IN AN ACQUISITION, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard NoFINANCIAL ACCOUNTING STANDARD NO. 141(R) (or such successor standard solely as it relates to fair valuing liabilitiesOR SUCH SUCCESSOR STANDARD SOLELY AS IT RELATES TO FAIR VALUING 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, (a) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance 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 purposes of the 45 Revolving Credit Agreement Loan Documents (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. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

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 Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided thatprovided, that if the Borrower Representative notifies the Administrative Agent that the Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower Representative or the Required Lenders, then the Borrower Representative and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Representative or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower Representative notifies the Administrative Agent that the Borrower Representative (or its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” means international financial reporting standards pursuant to IFRS (provided, that after such successor standard solely as it relates conversion, the Borrower Representative cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825any other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, the definitions set forth in the Loan Document and any financial calculations required by the Loan Documents shall be computed to exclude any effects on lease accounting as a result of ASU No. 2016-10 02 Leases (or, in each case, Topic 842) (or any other Financial Accounting Standard having a similar result or effect), regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP pursuant to ASU No. 2016-02 Leases (Topic 842) or, in the case of liabilities acquired in an acquisition, (or any other Financial Accounting Standard No. 141(R) (having a similar result or such successor standard solely as it relates to fair valuing liabilitieseffect)).

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 generally accepted accounting principles in the United States applied on a consistent basis as in effect from time to time (“U.S. GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with U.S. GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment time unless otherwise agreed to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that by Parent Borrowerthe Designated Company and the Required Lenders request an amendment or as set forth below; provided that (i) the Parent BorrowerDesignated Company may elect to any provision hereof convert from U.S. GAAP for the purposes of preparing its financial statements and keeping its books and records to IFRS and if the Parent BorrowerDesignated Company makes such purpose), regardless of whether any such election it shall give prompt written notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Lenders within five Business Days of such election, along with a reconciliation of the Parent Borrower’sDesignated Company’s financial statements covering the four most recent fiscal quarters for which financial statements are available (including a reconciliation of the Parent Borrower’sDesignated Company’s audited financial statements prepared during such period), (ii) upon election of any conversion to IFRS, the Administrative Agent, the Lenders and the Parent BorrowerDesignated Company shall negotiate in good faith to amend the financial ratios and requirements and other terms of an accounting or a financial nature in the Loan Documents to preserve the original intent thereof in light of such conversion to IFRS (subject to the approval of the Required Lenders); provided that, until so amended (x) such ratios or requirements (and all terms of an accounting or a financial nature) shall continue to be computed in accordance with U.S. GAAP prior to such conversion to IFRS and (y) the Parent BorrowerDesignated Company shall provide to the Administrative Agent and the Lenders any documents and calculations required under this Agreement or as reasonably requested hereunder by the Administrative Agent or any Lender setting forth a reconciliation between calculations of such ratios and requirements and other terms of an accounting or a financial nature made before and after giving effect to such conversion to IFRS and (iii) if at any time any change in U.S. GAAP or change in IFRS would affect the computation of any financial ratio or requirement or other terms of an accounting or a financial nature set forth in any Loan Document, and the Parent BorrowerDesignated Company or the Required Lenders (or until such notice shall have been withdrawn)so request, the Borrower’s compliance with Administrative Agent, the Lenders and the Parent BorrowerDesignated Company shall negotiate in good faith to amend such ratio or requirement or other terms of an accounting or a financial covenants shall be determined on nature to preserve the basis original intent thereof in light of GAAP as in effect and applied immediately before such change in U.S. GAAP becomes effectiveor change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement or other terms of an accounting or a financial nature shall continue to be computed in accordance with U.S. GAAP prior to such change therein or change in IFRS and (y) the Parent BorrowerDesignated Company shall provide to the Administrative Agent and the Lenders any documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement or other terms of an accounting or a financial nature made before and after giving effect to such change in U.S. GAAP or change in IFRS. Notwithstanding the foregoing or anything herein foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Holdings, the Parent BorrowerDesignated Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. For the avoidance of doubt, with respect to the contraryincurrence of any Indebtedness or the making of any Investment, Asset Sale, Sale Leaseback Transaction or Restricted Payment in reliance on any provision of Article IV hereof that is based on a percentage of Consolidated Net Tangible Assets, such provision shall be deemed to be tested solely upon incurrence of such Indebtedness or the making of such Investment, Asset Sale, Sale Leaseback Transaction or Restricted Payment with respect to Consolidated Net Tangible Assets as of the end of the most recent period for which financial statements have been delivered under Section 5.01(a) or (b). Notwithstanding anything to the contrary in this Agreement, regardless of whether Ulsan JV Subsidiary is a Subsidiary, the Borrower covenants financial results of Ulsan JV Subsidiary shall be included in all consolidated financial results of Novelis Inc.the Designated Company and agrees its Subsidiaries to the extent Novelis Inc.the Designated Company consolidates the results of Ulsan JV Subsidiary in its financial statements in accordance with U.S. GAAP; provided that the Lenders that whether or not proportionate interest of the Borrower may at Ulsan Joint Venture Partner in the Ulsan JV Subsidiary and any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (orliability of the Ulsan JV Subsidiary to pay Distributions to the Ulsan Joint Venture Partner with respect to such proportionate interest shall be excluded for the purposes of all financial definitions under this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on deemed to require the basis that consolidation of Ulsan JV Subsidiary into the Borrower has consolidated financial results of the Parent BorrowerDesignated Company to the extent not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)required under U.S. GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s 's financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Codification 825. In addition, notwithstanding Accounting Standards Codification 820 Update 2015-03, GAAP or 825any other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, the definitions set forth in the Loan Document and any financial calculations required by the Loan Documents shall be computed to exclude any effects on lease accounting as a result of ASU No. 2016-10 02 Leases (or, in each case, Topic 842) (or any other Financial Accounting Standard having a similar result or effect), regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP pursuant to ASU No. 2016-02 Leases (Topic 842) or, in the case of liabilities acquired in an acquisition, (or any other Financial Accounting Standard No. 141(R) (having a similar result or such successor standard solely as it relates to fair valuing liabilitieseffect)).

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 DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 47 Second Amended and Restated Revolving Credit Agreement eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, thereof then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP becomes effectiveon 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. Notwithstanding the foregoing or anything herein to the contrary, the The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other “FASB”) Statement of Financial Accounting Standard having a similar result No. 159 (or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted FASB Statement of Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).

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 Effective 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing any other provision contained herein, all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contraryherein shall be made, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at without giving effect to any time adopt election under Statement of Financial Accounting Standard Board Accounting Standards Codification 820 159 (or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a of the Borrower or any Subsidiary at “fair value basis pursuant to Financial Accounting Standard Novalue”, as defined therein. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions Notwithstanding any other provision of this Agreement shall or the other Loan Documents to the contrary, the determination of whether a lease constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be made capitalized on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (orsuch Assuming Revolving Credit Lender’s increased Revolving Credit Commitment, in each casecase duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and (C) such certificates, legal opinions or other documents from the Borrower reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed Revolving Credit Commitment Increase Supplement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificates, legal opinions and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, to the extent such Revolving Credit Commitment Increase is an Incremental Revolving Credit Commitment Tranche, the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if the Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any other Financial Accounting Standard having a similar result or effectAssuming Revolving Credit Lender) orsuch that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.17; provided that notwithstanding the foregoing, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the case Revolving Credit Commitments under this Section 2.10(c). Upon each such Revolving Credit Commitment Increase, the participation interests of liabilities acquired the Revolving Credit Lenders in an acquisitionthe then outstanding Letters of Credit shall automatically be adjusted to reflect, Financial Accounting Standard No. 141(Rand each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) (or shall have a participation in each such successor standard solely as it relates Letter of Credit equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to fair valuing liabilities)be drawn under such Letter of Credit after giving effect to such increase.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided thatprovided, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the Borrower (or its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” means international financial reporting standards pursuant to IFRS (provided, that after such successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided thatprovided, 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 Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith, and (ii) if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effectiveor the application thereof. Notwithstanding the foregoing All terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, (a) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in 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 (x) the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement with respect to the Borrower so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until made and (y) such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants provision shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update No. 2016-02, Leases (Topic 842) (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).. 55

Accounting Terms; GAAP. (a) 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 that are used in calculating the Fixed Charge Coverage Ratio, the Total Leverage Ratio or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect on the Closing Date (including, to the extent consistent with GAAP, adjustments resulting from time the application of fresh start accounting principles as a result of the emergence of the Loan Parties and the Subsidiaries from the Chapter 11 Cases, including the loss of deferred gross profit related to timeinventory purchased prior to emergence, and amortization of lease incentives no longer allowed post emergence under fresh start accounting) unless otherwise agreed to by the Borrower Agent and the Required Lenders; provided that, 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 Effective Closing Date 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 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if an amendment is requested by the Borrower Agent or the Required Lenders, then the Borrower Agent and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing or anything herein application thereof subject to the contraryapproval of the Required Lenders (not to be unreasonably withheld, the Borrower covenants conditioned or delayed); provided, further, that all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of Ultimate Parent or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof; provided, further, that, notwithstanding anything to the contrary contained in this Agreement (including this Section 1.04 and Section 5.01(l) and the case definitions of liabilities acquired “Inventory Component” and “Borrowing Base” and any sub-components thereof), until the earlier of (x) June 30, 2024 and (y) the Administrative Agent’s receipt of an appraisal of the applicable Loan Parties’ Inventory satisfactory to the Administrative Agent in its Permitted Discretion, any calculations of the Inventory Component for the purpose of determining the Borrowing Base and its sub-components will exclude the impact of fresh start accounting adjustments under GAAP but only for so long as the delivery of each Borrowing Base Certificate under Section 5.01(l) prior to the earlier such date is accompanied by reconciliations of fresh start accounting and accounting that is otherwise compliant with GAAP. If the Borrower Agent notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an acquisitionearly adoption policy, Financial Accounting Standard No. 141(R) upon the execution of an amendment hereof in accordance herewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (or provided that after such successor standard solely as it relates conversion, the Borrower Agent cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly ---------------------- provided herein, all terms of an accounting or financial nature shall be construed in accordance with with, or derived by reference to, GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative -------- Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein References in this Agreement to the contrarydetermination of items "in accordance with GAAP" means that such items shall be derived by reference ----------------------- to, and with the relevant components of such items being determined in accordance with, GAAP even though (as is the case with terms such as "pro forma", "Broadcast Cash Flow" and "Film Cash Payments") such terms may not have a meaning under GAAP. Pursuant to the Tax Sharing Agreement the Borrower and Hearst have agreed as to the amounts that the Borrower and its Subsidiaries will be obligated to pay to Hearst in respect of Federal income taxes. So long as the Borrower and its Subsidiaries shall be included in consolidated Federal income tax returns filed by Hearst pursuant to the Tax Sharing Agreement, whenever making determinations under this Agreement of the amount of Federal income taxes payable during any period (or the amount of refunds in respect of such taxes receivable during any period) by the Borrower and its Subsidiaries, the Borrower covenants and agrees with amount of such taxes payable or receivable shall be deemed to be equal to the Lenders that whether amounts payable or not receivable, as the Borrower case may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (orbe, in each case, respect of such taxes under the Tax Sharing Agreement without reference to whether Hearst and its Subsidiaries as an affiliated group shall in fact pay any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired amounts in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) respect of Federal income taxes (or successor standard solely as it relates to fair valuing liabilities), all determinations receive any amounts in respect of refunds of Federal income taxes) during the relevant period. To enable the ready and consistent determination of compliance with the terms and conditions of this Agreement shall be made on the basis that covenants set forth in Article VII, the Borrower has will not adopted Financial Accounting Standard Board Accounting Standards Codification 820 change the last day of its fiscal year from December 31 of each year, or 825-10 (or, the last days of the first three fiscal quarters in each caseof its fiscal years from March 31, any other Financial Accounting Standard having a similar result or effect) orJune 30 and September 30 of each year, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)respectively.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA, Adjusted Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing or anything herein application thereof subject to the contraryapproval of the Required Lenders (not to be unreasonably withheld, the Borrower covenants conditioned or delayed); provided, further, that all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in an acquisition, Financial Accounting Standard Nofull stated principal amount thereof. 141(R) If the Borrower notifies the Administrative Agent that the 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 successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, (a) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that are or would have been treated as operating leases for purposes of GAAP becomes effective. Notwithstanding the foregoing or anything herein prior to the contraryissuance on February 25, 2016 of the Borrower covenants Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and agrees 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 Lenders that whether 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. Whether or not the Borrower may at any time adopt Financial Accounting Standard Standards Board (“FASB”) Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuccessor 767537780768227557 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 terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board FASB Accounting Standards Codification 820 or Subtopic 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effectsuch 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 No. 141(R) (or such successor standard solely as it relates to fair valuing 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 notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment No. 1 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 the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s 's financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities)Codification 825, all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 No. 159 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard NoCodification 825. 141(R) (or such successor standard solely as it relates to fair valuing liabilities).ARTICLE II

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating any financial ratio or test (including the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio, the Interest Coverage Ratio and the amount of Adjusted EBITDA or the amount of Consolidated Total Assets (or any component definitions of any of the foregoing)) shall be construed and interpreted in accordance with GAAP, as in effect from time on the Effective Date unless otherwise agreed to timeby the Parent Borrower and the Required Lenders; provided 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 Effective Date 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP (or the application thereof) as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding the foregoing or anything herein foregoing, (a) Capital Lease Obligations shall be excluded from (i) the calculation of Interest Charges, (ii) for the purposes of calculating the Total Leverage Ratio, Secured Leverage Ratio, the First Lien Leverage Ratio and Total Indebtedness, (iii) for the purposes of Section 6.01, Indebtedness and (iv) Section 6.04(o) (to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (orextent recharacterized as a Capital Lease Obligation after such lease is entered into), in each case, to the extent such Capital Lease Obligations would have been characterized as operating leases based on GAAP as of the Effective Date and (b) for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Parent Borrower and its Subsidiaries shall be determined without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired of the Parent Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations respect of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto 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). If the Parent Borrower 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” means international financial reporting standards pursuant to IFRS (provided that after such conversion, the case of liabilities acquired Parent Borrower cannot elect to report under GAAP), it being understood and agreed that all financial statements shall be prepared in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)accordance with IFRS.

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 nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA, or financial nature Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP becomes effective. Notwithstanding or the foregoing application thereof; provided, further, that all terms of an accounting or anything financial nature used herein shall be construed, and all computations of amounts and ratios referred to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at herein shall be made without giving effect to (i) any time adopt Financial Accounting Standard Board election under Accounting Standards Codification 820 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or accounts for other liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 820 470-20 (or 825-10 (or, in each case, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) orto value any such Indebtedness in a reduced or bifurcated manner as described therein, in and such Indebtedness shall at all times be valued at the case of liabilities acquired in full stated principal amount thereof. If the Borrower notifies the Administrative Agent that the Borrower is required to report under IFRS or has elected to do so through an acquisitionearly adoption policy, Financial Accounting Standard No. 141(R) “GAAP” shall mean international financial reporting standards pursuant to IFRS (or provided that after such successor standard solely as it relates conversion, the Borrower cannot elect to fair valuing liabilitiesreport under GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this the Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn)Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or. For the avoidance of doubt, leases shall continue to be classified and accounted for on a basis consistent with GAAP as in each caseeffect on the date hereof for all purposes of this Agreement, notwithstanding any other Financial Accounting Standard having a similar result or effect) or, change in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)GAAP related hereto.

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 Senior Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Senior Facility 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectivea manner satisfactory to the Borrower and the Required Lenders. Notwithstanding the foregoing or anything herein to the contrarycontrary contained herein, in the Borrower covenants 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 Effective Date) that would constitute Capital Leases on the Effective Date shall be considered Capital Leases and agrees all calculations and deliverables under this Agreement or any other Financing Document shall be made or delivered, as applicable, in accordance therewith. Notwithstanding any provision contained herein or in any other Financing Document, any lease (or similar arrangement) that would have been characterized, classified or reclassified as an operating lease in accordance with GAAP prior to the Lenders that whether or not date of the Borrower may at any time adopt Financial Accounting Standard Board Borrower’s adoption of Accounting Standards Codification 820 (“ASC”) 842 (or 825-10 (or, in each case, any other Financial Accounting Standard ASC having a similar result or effect) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R(and related interpretations) (whether or successor standard solely as it relates to fair valuing liabilities)not such lease was in effect on such date) shall not constitute a Capital Lease Obligation, and any such lease shall be, for all determinations of compliance with the terms and conditions purposes of this Agreement shall be made and the other Financing Documents, treated as though it were reflected on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each case, any other Financial Accounting Standard having a similar result or effect) or, Borrower’s consolidated financial statements in the case same manner as an operating lease would have been reflected prior to the Borrower’s adoption of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities)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 GAAPGAAP (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 Accounting Standards Codification Topic 825 (or any other Accounting Standards Codification Topic having a similar effect) to value any Indebtedness or other liabilities of the Borrower at “fair value”, as defined therein), as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent Holder that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent Holder notifies the Borrower that the Required Lenders request Holder requests 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 the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in GAAP becomes effectiveaccordance herewith. Notwithstanding [Schedules and Exhibits to Installment Note follow] SCHEDULE 3.08 WEYERHAEUSER COMPANY AND SUBSIDIARIES (* = Unrestricted Subsidiary) See Attached Schedule 3.08 WEYERHAEUSER COMPANY AND SUBSIDIARIES (* = Unrestricted Subsidiary) Name State or Country of Incorporation Percentage Ownership of Immediate Parent Weyerhaeuser Columbia Timberlands LLC Delaware 95 Weyerhaeuser NR Company Washington 100 North Pacific Paper Corporation * Delaware 50 Norpac Resources LLC Delaware 100 ver Bes' Insurance Company Vermont 100 Weyerhaeuser Asset Management LLC Delaware 000 Xxxxxxxxxxxx Xxxxxxxx Xxxxxxxxxxx LLC Delaware 5 Weyerhaeuser Employment Services Company Washington 100 Weyerhaeuser Export Company Delaware 100 Weyerhaeuser EU Holdings, Inc. Delaware 100 Weyerhaeuser Poland sp.zo.o. Poland 100 Weyerhaeuser Realty Investors, Inc. Washington 100 Weyerhaeuser International, Inc. Washington 100 Weyerhaeuser (Asia) Limited Hong Kong 100 Weyerhaeuser China, Ltd. Washington 100 Weyerhaeuser Company Limited Canada 100 317298 Saskatchewan Ltd. Saskatchewan 000 Xxxxxxxxxxxx (Xxxxxxx) Xxxxxxx Xxxxxxx Xxxxxxxx 100 Weyerhaeuser (Carlisle) Ltd. Barbados 100 Camarin Limited Barbados 100 Weyerhaeuser International Holdings Limited British Virgin Islands 100 Colonvade S.R.L. Uruguay 99.9 Vandora S.A. Uruguay 100 Weyerhaeuser Productos S.A. Uruguay 100 WHC LLC Washington 100 Colonvade S.R.L. Uruguay 0.1 Weyerhaeuser (Hong Kong) Limited Hong Kong 100 Weyerhaeuser Japan Ltd. Japan 100 Weyerhaeuser Japan Ltd. Delaware 100 Weyerhaeuser Korea Ltd. Korea 000 Xxxxxxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx 100 WREDCO I LLC Delaware 100 WREDCO II LLC Delaware 100 Weyerhaeuser Sales Europe, Inc. Delaware 100 Weyerhaeuser SC Company Washington 100 Weyerhaeuser WPF LLC Washington 100 WY Carolina Holdings LLC * Delaware 100 WY Georgia Holdings 2004 LLC * Delaware 100 WY Tennessee Holdings LLC * Delaware 100 Weyerhaeuser Uruguay S.R.L. Uruguay 99.9 WYU LLC Washington 100 Weyerhaeuser Uruguay S.R.L. Uruguay 0.1 *Unrestricted Subsidiary Plum Creek Name Jurisdiction of Incorporation or Organization Interest Held by Weyerhaeuser Interest Held by Third Party Plum Creek Ventures I, LLC DE Name: Weyerhaeuser Company Type: Membership Interest Percentage: 100% None Plum Creek Timberlands, L.P. DE Name: Weyerhaeuser Company Type: Limited Partner Interest Percentage: 99% Name: Plum Creek Timber I, L.L.C. Type: General Partner Interest Percentage: 1% None Plum Creek Timber I, L.L.C. DE Name: Weyerhaeuser Company Type: Limited Partner Interest Percentage: 100% None Plum Creek Timber Operations I, L.L.C. DE Name: Plum Creek Timberlands, L.P. Type: Membership Interest Percentage: 99% Name: Plum Creek Timber Operations II, Inc. Type: Membership Interest Percentage: 1% None Plum Creek Timber Operations II, Inc. DE Name: Plum Creek Timberlands, L.P. Type: Stock Percentage: 100% None Plum Creek Manufacturing, L.P. DE Name: Plum Creek Timberlands, L.P. Type: Limited Partner Interest Percentage: 98% Name: Plum Creek Timber II, L.L.C. Type: General Partner Interest Percentage: 2% None Plum Creek Timber II, L.L.C. DE Name: Plum Creek Timberlands, L.P. Type: Membership Interest Percentage: 100% None Plum Creek Maine Timberlands, L.L.C. DE Name: Plum Creek Timberlands, L.P. Type: Membership Interest Percentage: 100% None Plum Creek Southern Timber, L.L.C. DE Name: Plum Creek Timberlands, L.P. Type: Membership Interest Percentage: 100% None Plum Creek South Central Timberlands, L.L.C. DE Name: Plum Creek Timberlands, L.P. Type: Membership Interest Percentage: 100% None PC Natural Resources, LLC DE Name: Plum Creek Timberlands, L.P. Type: Membership Interest Percentage: 100% None Plum Creek Real Estate Company DE Name: Plum Creek Timberlands, L.P. Type: Stock Percentage: 100% None Southern Diversified Timber, LLC * DE Name: Plum Creek Timber Operations I, LLC Type: Preferred Interest Percentage: 100% Type: Common Interest Percentage: 9.09% Name: TCG Member, LLCType: Common InterestPercentage: 90.9% Plum Creek Manufacturing Holding Company, Inc. DE Name: Plum Creek Manufacturing, L.P. Type: Stock Percentage: 100% None Plum Creek Administrative Corporation, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek Southern Lumber, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek Marketing, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek Northwest Lumber, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek Northwest Plywood, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek MDF, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None PC Timberland Investment Company DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None B & C Water Resources, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None D & E Water Resources, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None LFC Water Resources, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek Services, Inc. DE Name: Plum Creek Manufacturing Holding Company, Inc. Type: Stock Percentage: 100% None Plum Creek TRS, L.L.C. DE Name: Plum Creek Marketing, Inc. Type: Membership Interest Percentage: 100% None Plum Creek Property Management Company, LLC DE Name: Plum Creek Marketing, Inc. Type: Membership Interest Percentage: 100% None Plum Creek Land Company DE Name: Plum Creek Marketing, Inc. Type: Stock Percentage: 100% None Plum Creek Maine Marketing, Inc. DE Name: Plum Creek Marketing, Inc. Type: Stock Percentage: 100% None Plum Creek Investment Company OR Name: Plum Creek Marketing, Inc. Type: Stock Percentage: 100% None Highland Resources, Inc. DE Name: Plum Creek Marketing, Inc. Type: Stock Percentage: 100% None B & C Water Resources, L.L.C. DE Name: B & C Water Resources, Inc. Type: Membership Interest Percentage: 100% None D & E Water Resources, L.L.C. DE Name: D & E Water Resources, Inc. Type: Membership Interest Percentage: 100% None Greenway, L.L.C. ME Name: Plum Creek Land Company Type: Membership Interest Percentage: 100% None Petenwell Lake LLC DE Name: Plum Creek Land Company Type: Membership Interest Percentage: 100% None Hawthorne Land Company, LLC DE Name: Plum Creek Land Company Type: Membership Interest Percentage: 100% None Township 110 Land Company, LLC DE Name: Plum Creek Land Company Type: Membership Interest Percentage: 100% None Highland Mineral Resources, LLC DE Name: Highland Resources, Inc. Type: Membership Interest Percentage: 100% None King Road Aggregates, LLC DE Name: Highland Resources, Inc. Type: Membership Interest Percentage: 100% None Greenway Properties, LLC ME Name: Greenway, L.L.C. Type: Membership Interest Percentage: 100% None Petenwell Lake Associates LLC DE Name: Petenwell Lake LLC Type: Membership Interest Percentage: 100% None Parkside at Xxxxxx River LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None Bighorn Bluff, LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None Wolf River East LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None River Xxxx at Flambeau LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None XxXxxxxx Overlook LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None Xxxxxx Creek LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None Preserve at Xxxxxx Xxxx LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None Xxxxxxx’x Pass LLC DE Name: Township 110 Land Company, LLC Type: Membership Interest Percentage: 100% None * Unrestricted Subsidiary Exhibit D-1 FORM OF CERTIFICATION OF FINANCIAL STATEMENTS This is to certify that the foregoing or anything consolidated statements attached hereto required by Section 5.04 of the Amended and Restated Installment Note dated as of December 16, 2013 and amended as of April 28, 2016 issued by Weyerhaeuser Company in favor of the Holder referred to therein (the “Installment Note”; capitalized terms used herein to without definition shall have the contrary, meanings given them in the Borrower covenants and agrees with Installment Note) (which Section 5.04 has been incorporated by reference therein from the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 2013 Weyerhaeuser Term Loan Agreement (or, in each caseif applicable, any other Financial Accounting Standard having a similar result or effect) or accounts Replacement Credit Agreement)), fairly present the financial position and results of operations of Weyerhaeuser Company and its consolidated Subsidiaries as of [ ], 20[ ] and for liabilities acquired in an acquisition the period then ended on a fair value consolidated basis pursuant in accordance with GAAP consistently applied except as noted therein. Dated: [ ], 20[ ] WEYERHAEUSER COMPANY, as the Borrower By: ______________________________________ Name: Title: Exhibit D-2 FORM OF COMPLIANCE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFY THAT: I am the duly elected [ ] of Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”); I have reviewed the terms of the Amended and Restated Installment Note dated as of December 16, 2013 and amended as of April 28, 2016 issued by Weyerhaeuser Company in favor of the Holder referred to Financial Accounting Standard No. 141(R) therein (or successor standard solely as it relates to fair valuing liabilitiesthe “Installment Note”; capitalized terms used herein without definition shall have the meanings given them in the Installment Note), all determinations and I have made, or have caused to be made under my supervision, a detailed review of compliance with the terms transactions and conditions of Weyerhaeuser and its Subsidiaries during the accounting period covered by the attached financial statements; and [No Event of Default or Default has occurred.] [An Event of Default or Default has occurred. [If so, specify the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto.]] Describe below (or in a separate attachment to this Officers’ Certificate) the exceptions, if any, to this paragraph by listing, in detail, the nature of the condition or event and the period during which it has existed: The foregoing certifications, together with the computations set forth in Attachment No. 1 hereto and the financial statements delivered with this Officers’ Certificate in support hereof, are made and delivered this day of [ ], 20[ ] pursuant to Subsection 5.04(c) of the Installment Note (which has been incorporated by reference therein from the 2013 Weyerhaeuser Term Loan Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 (or, in each caseif applicable, any other Financial Accounting Standard having a similar result or effect) orReplacement Credit Agreement)). Dated: [ ], in the case of liabilities acquired in an acquisition20[ ] WEYERHAEUSER COMPANY By: ______________________________________ Name: Title: ATTACHMENT NO. 1 TO COMPLIANCE CERTIFICATE FOR WEYERHAEUSER COMPANY AND RESTRICTED SUBSIDIARIES COMPLIANCE WITH COVENANTS AS OF [ ], Financial Accounting Standard No. 141(R) 20[ ] (or such successor standard solely as it relates to fair valuing liabilities$000’s Omitted Except Ratio Amounts).

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 Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, thereof then the Borrower, the Administrative Agent and Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition provision shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders (or until such notice shall have been withdrawn), the Borrower’s compliance with such financial covenants shall be determined interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) all leases that would be treated as operating leases for purposes of GAAP becomes effectiveon 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 38 Revolving Credit Agreement REQUIRE SUCH LEASES TO BE TREATED AS CAPITAL LEASE OBLIGATIONS. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 THE BORROWER COVENANTS AND AGREES WITH THE LENDERS THAT WHETHER OR NOT THE BORROWER MAY AT ANY TIME ADOPT FINANCIAL ACCOUNTING STANDARD NO. 159 (or, in each case, any other Financial Accounting Standard having a similar result or effectOR 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 Financial Accounting Standard NoOR ACCOUNTS FOR LIABILITIES ACQUIRED IN AN ACQUISITION ON A FAIR VALUE BASIS PURSUANT TO FINANCIAL ACCOUNTING STANDARD NO. 141(R) (or successor standard solely as it relates to fair valuing liabilitiesOR SUCCESSOR STANDARD SOLELY AS IT RELATES TO FAIR VALUING LIABILITIES), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard Board Accounting Standards Codification 820 or 825-10 ALL DETERMINATIONS OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE MADE ON THE BASIS THAT THE BORROWER HAS NOT ADOPTED FINANCIAL ACCOUNTING STANDARD NO. 159 (orOR SUCH SUCCESSOR STANDARD SOLELY AS IT RELATES TO FAIR VALUING LIABILITIES) OR, in each caseIN THE CASE OF LIABILITIES ACQUIRED IN AN ACQUISITION, any other Financial Accounting Standard having a similar result or effect) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard NoFINANCIAL ACCOUNTING STANDARD NO. 141(R) (or such successor standard solely as it relates to fair valuing liabilitiesOR SUCH SUCCESSOR STANDARD SOLELY AS IT RELATES TO FAIR VALUING LIABILITIES).