Common use of Accounting Terms Clause in Contracts

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined herein in this Agreement shall be construed in accordance with GAAPconformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided, provided that if Borrowers notify Borrower notifies Administrative Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Effective Date in GAAP or in the application thereof on the operation of such provision provision, then (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), a) regardless of whether such any such notice is given before or after such Accounting Change 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 and (b) Administrative Agent and Borrowers agree that they will Borrower shall negotiate in good faith to determine such adjustments and amendments to the provisions of this Agreement that are directly affected by such Accounting Change applicable terms and definitions as to make them consistent with the intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of having the respective positions of the Lenders such adjustments and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement andamendments, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement which shall be calculated conclusive and effective as if no amendments hereunder, unless Required Lenders object to such Accounting Change had occurredadjustments within 30 days of receipt of notice. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it Each Compliance Certificate shall be understood to mean Borrowers and their prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries on a consolidated basis, unless from the context clearly requires otherwisecalculations therein. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be prepareddeemed to refer to Borrower and its Restricted Subsidiaries without taking into account the results or financial position of any Unrestricted Subsidiary and without taking into account any interest of Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP that becomes effective on or after the date hereof that would require operating leases to be treated similarly to capital leases, including as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposal. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial liabilities or any Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability liabilities of the applicable Person to continue Borrower or any Subsidiary at “fair value”, as a going concern or concerning the scope of the auditdefined therein.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment GAAP applied on a basis consistent with the most recent audited Consolidated financial statements of the Borrower delivered to the Lenders. If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any Accounting Change occurring after financial ratio or requirement set forth in any Credit Document, and either the Closing Date Borrower or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose)shall so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereofAdministrative Agent, then Agent the Lenders and Borrowers agree that they will the Borrower shall negotiate in good faith amendments to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the provisions approval of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders); provided, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used hereinthat, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained hereinuntil so amended, (a) all financial statements delivered hereunder such ratio or requirement shall continue to be prepared, and all financial covenants contained herein shall be calculated, without giving effect computed in accordance with GAAP prior to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, such change therein and (b) the term “unqualified opinion” Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as used herein reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to refer such change in GAAP. The Borrower shall deliver to opinions the Administrative Agent and each Lender at the same time as the delivery of any annual or reports provided by accountants quarterly financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall mean an opinion or report that is (i) unqualified, have been made in accordance with the provisions above and (iib) does not include any explanation, supplemental comment, or other comment concerning the ability a reasonable estimate of the applicable Person to continue as a going concern or concerning effect on the scope financial statements on account of the auditsuch changes in application.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if Borrowers notify Agent any Borrower notifies Lender that Borrowers request such Borrower requests an amendment to any provision hereof to eliminate the effect of any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Change Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date Date, or in the application thereof on the operation of such provision (or if Agent Lender notifies Borrowers any Borrower that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Lender and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Lender and Borrowers each Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lendersupon, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When Whenever used herein, the term “financial statements” shall include the notes footnotes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their respective Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in accordance with GAAP; providedconformity with, that if Borrowers notify Agent that Borrowers request an amendment and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein. If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any Accounting Change occurring after the Closing Date financial ratio or requirement set forth in the application thereof on the operation of such provision (any Loan Document, and either Borrower or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose)shall so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereofAdministrative Agent, then Agent Lenders and Borrowers agree that they will Borrower shall negotiate in good faith amendments to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the provisions approval of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders); provided that, the provisions until so amended, (x) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (y) Borrower shall provide to Administrative Agent and Lenders financial statements and other documents required under this Agreement shall be calculated or as if no reasonably requested hereunder setting forth a reconciliation between calculations of such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes ratio or requirement made before and schedules thereto. Whenever the term “Borrowers” is used after giving effect to such change in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseGAAP. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of the Borrower or Indebtedness any Subsidiary at the “fair value thereofvalue”, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, defined therein and (ii) does not include any explanationtreatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, supplemental comment, or other comment concerning and such Indebtedness shall at all times be valued at the ability of the applicable Person to continue as a going concern or concerning the scope of the auditfull stated principal amount thereof.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board’s Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (bc) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.. 1.3

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein), all accounting terms not specifically defined herein shall be construed interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAPGAAP applied on a basis consistent with the most recent audited financial statements of the Reporting Companies delivered to Administrative Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if the Reporting Companies’ certified public accountants concur in such change; provided, that however, that, despite the adoption of any such change, Borrower Representative shall (a) in addition to delivery of financial statements pursuant to Section 9.6(b) or (c), and on each date such financial statements are required to be delivered, furnish the adjustments and reconciliations necessary to enable Borrowers and Administrative Agent to determine compliance with each of the Financial Covenants, all of which shall be determined in accordance with GAAP but without giving effect to such change, and (b) the Borrowing Base shall continue to be calculated without giving effect to such change (if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after such change would be to increase the Closing Date or amount of Excess Availability derived therefrom); provided, further, that Borrower shall not be required to deliver such adjustments and reconciliations and may apply such change in the application thereof calculation of the Borrowing Base and its related terms if (a) the change is disclosed to Administrative Agent and (b) Section 11, the definition of “Borrowing Base” and any terms used therein or bearing on the operation amount of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to Excess Availability derived therefrom, as applicable, and any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions other section of this Agreement that are directly or any other Loan Document which is affected by such Accounting Change with thereby is amended in a manner satisfactory to Administrative Agent and Required Lenders to take into account the intent of having the respective positions effects of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as change. Any of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything foregoing to the contrary contained hereinnotwithstanding, (ai) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein Financial Covenants shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof and (ii) any obligation of a Person under a lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, that is not (or would not be) required to be classified and (b) accounted for as a Capital Lease on a balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease as a result of the adoption of changes in GAAP or changes in the application of GAAP. The term “unqualified opinion,” as used herein or in any Loan Document, in reference to refer to opinions or reports provided any opinion given by accountants shall mean in a financial statement or report, means an opinion or report that is which (i) is unqualified, and (ii) does not include any explanation, supplemental comment, comment or other comment concerning calling into question the ability of the applicable Person to continue as a going concern or concerning the scope of the auditaudit or report.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided, GAAP as in effect on the Closing Date. In the event that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after (as defined below) results in a change in the Closing Date method of calculation of financial covenants, standards or terms used herein or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereofother Credit Document, then the Borrower and the Administrative Agent and Borrowers agree that they will negotiate in shall enter into good faith amendments negotiations in order to amend such provisions hereof (with the provisions consent of this Agreement that are directly affected by the Lenders required pursuant to Section 10.1) so as to equitably reflect such Accounting Change with the intent of having desired result that the respective positions of criteria for evaluating the Lenders and Borrowers Borrower’s financial condition shall be the same after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurrednot been made. When used herein, Until such time as such an amendment shall have been executed and delivered by the term “financial statements” shall include Borrower and the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained hereinRequired Lenders, (a) all financial statements delivered hereunder shall be preparedcovenants, standards and all financial covenants contained terms used herein shall continue to be calculated, without giving effect to any election under the Statement of Financial calculated or construed as if such Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, Change had not occurred and (b) the term “unqualified opinion” Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement and the other Credit Documents or as used herein reasonably requested hereunder or thereunder setting forth a reconciliation between calculations of such financial covenants or other computations under any such standards or terms made before and after giving effect to refer to opinions or reports provided by accountants shall mean an opinion or report that is the Accounting Change. Notwithstanding the preceding sentence, (i) unqualifiedthe calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other standards of the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (“FASB”) allowing entities to elect fair value option for financial liabilities and (ii) does any obligation of a Person under a lease (whether existing now or entered into in the future) that is not include (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a capital lease solely as a result of (A) the adoption of any explanation, supplemental commentchanges in, or other comment concerning (B) changes in the ability application of, GAAP after the Closing Date. As used herein, “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the applicable Person to continue as a going concern FASB or, if applicable, the SEC and/or the Public Company Accounting Oversight Board (or concerning the scope of the auditsuccessors thereto or agencies with similar functions).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “Borrowers” "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; providedwith, that if Borrowers notify Agent that Borrowers request an amendment and all financial data (including financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS, as in effect from time to time. If at any provision hereof to eliminate time any change in IFRS would affect the effect calculation of any Accounting Change occurring after covenant set forth herein and either the Closing Date Borrower or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose)shall so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereofAdministrative Agent, then Agent the Lenders and Borrowers agree that they will the Borrower shall negotiate in good faith amendments to amend such covenant to preserve the original intent thereof in light of such change in IFRS (subject to the provisions approval of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders); provided that, the provisions in this Agreement until so amended, (i) such covenant shall continue to be calculated as if no in accordance with IFRS prior to such Accounting Change had occurred. When used hereinchange and (ii) the Borrower shall provide to the Administrative Agent and the Lenders, concurrently with the term “delivery of any financial statements” shall include the notes statements or reports with respect to such covenant, statements setting forth a reconciliation between calculations of such covenant made before and schedules thereto. Whenever the term “Borrowers” is used after giving effect to such change in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseIFRS. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under applicable accounting standards to value any Debt or other liabilities of the Statement of Financial Accounting Standards No. 159 (Borrower or any Subsidiary at “fair value” or similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanationtreatment of Debt in respect of convertible debt instruments under applicable accounting standards to value any such Debt in a reduced or bifurcated manner, supplemental comment, or other comment concerning and such Debt shall at all times be valued at the ability of the applicable Person to continue as a going concern or concerning the scope of the auditfull stated principal amount thereof.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify the Par Borrower notifies Agent that Borrowers request the Par Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers the Par 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 Accounting Change or in the application thereof, then Agent and Borrowers the Par Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers the Par Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” or “Par Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Par Borrower and their its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP or application of GAAP after March 30, 2018, any lease of the Par Borrower or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on March 30, 2018, or as applied on March 30, 2018 (whether such lease is entered into before or after March 30, 2018) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP or application thereof unless otherwise agreed to in writing by the Par Borrower and Required Lenders.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Restatement Effective Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, basis unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in accordance with conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP; , except as otherwise specifically prescribed herein, provided, however, that if Borrowers notify the Borrower notifies the Administrative Agent that Borrowers request an amendment it wishes to amend Section 7.11 or any provision hereof related definition to eliminate the effect of any Accounting Change change in GAAP occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose)covenant, regardless of whether any such notice is given before or after the effective date of such Accounting Change change in GAAP (or in if the application thereofAdministrative Agent notifies the Borrower that the Required Lenders wish to amend such Sections or any related definition for such purpose), then Agent and Borrowers agree that they will negotiate the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in good faith amendments effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Borrower and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary any other provision contained herein, (a) all financial statements delivered hereunder any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness, Attributable Indebtedness or as a Capitalized Lease and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be preparedtreated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the date hereof and (b) all terms of an accounting or financial nature used herein shall be construed, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 141R or ASC 805 (or any other financial accounting standard having a similar accounting principle) permitting a Person to value its financial liabilities result or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditeffect).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Parent notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided further that the parties hereto agree that the adoption of ASC 606 by the Borrowers and their Subsidiaries prior to the date hereof shall not constitute an Accounting Change. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculating the Tranche A Borrowing Base, the Tranche B Borrowing Base and the Aggregate Borrowing Base, such calculation of Inventory shall be on a “first-in, first-out” basis. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditaudit (other than a “going concern” or like qualification or exception resulting solely from (i) maturity of any Indebtedness (including the Revolver Commitments) occurring within one (1) year from the time such opinion is delivered, and/or (ii) the projected or potential breach of any of the financial covenants set forth in this Agreement or any agreement governing any Indebtedness during the one-year period following the date such opinion is delivered), and (c) notwithstanding the foregoing or anything else to the contrary in this Agreement, all leases of the Borrowers and their respective Subsidiaries that were treated as “operating leases” prior to the adoption of ASC 842 shall continue to be accounted for as such for all purposes under the Loan Documents. For purposes of determining satisfaction of the Payment Conditions set forth in this Agreement or the financial covenant set forth in Section 7 of this Agreement, such determination shall be calculated on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to any Permitted Acquisition, Permitted Disposition or Permitted Investment that are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC or in such other manner acceptable to Agent).

Accounting Terms. All Except as otherwise expressly provided herein, (i) all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, (ii) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (iii) all financial statements shall be prepared in accordance with GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and either the Company or the Required Holders shall so request, the holders of the Notes and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders, not to be unreasonably withheld or delayed); provided, that if Borrowers notify Agent that Borrowers request an amendment until so amended, (i) such ratio or requirement shall continue to any provision hereof be computed in accordance with GAAP prior to eliminate such change therein and (ii) the effect Company shall provide to the holders of any Accounting Change occurring after the Closing Date Notes financial statements and other documents required under this Agreement or in the application thereof on the operation as reasonably requested hereunder setting forth a reconciliation between calculations of such provision (ratio or if Agent notifies Borrowers that the Required Lenders request an amendment requirement made before and after giving effect to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or change in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseGAAP. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedunless the Company gives notice to the holders of the Notes that the Company has elected to proceed in accordance with the immediately preceding sentence, the definitions of Consolidated Total Debt, Consolidated EBITDA, Consolidated Interest Charges and Indebtedness and all financial covenants contained herein provisions of Section 10 (to the extent such definitions and provisions relate to the accounting for operating leases) shall be calculated, and the Company’s compliance with such provisions (to such extent) shall be determined, on the basis of GAAP in effect as of the date of this Agreement, without giving effect to any subsequent changes. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election under by the Statement of Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 159 (000-00-00 — Fair Value Option, International Accounting Standard 39 — Financial Instruments: Recognition and Measurement or any similar accounting principlestandard) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, shall be disregarded and (b) the term “unqualified opinion” such determination shall be made as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does if such election had not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditbeen made.

Accounting Terms. All (a) Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, as in effect from time to time; providedprovided that, that if Borrowers notify the Lead Borrower notifies the Administrative Agent that Borrowers request the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the 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 Borrowers 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 Accounting Change 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; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Administrative Agent and Borrowers agree that they will shall negotiate in good faith amendments to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the provisions Lenders) to preserve the original intent thereof in light of this Agreement that are directly affected by such Accounting Change with change in GAAP or the intent of having application thereof subject to the respective positions approval of the Required Lenders and Borrowers after such Accounting Change conform as nearly as possible (not to their respective positions as be unreasonably withheld, conditioned or delayed); provided further that all terms of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement an accounting or financial nature used herein shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculated, made without giving effect to (i) any election under the Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. 159 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of a Borrower or Indebtedness any Subsidiary at the “fair value thereof, and (b) the term “unqualified opinionvalue,” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, defined therein and (ii) does any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Lead Borrower cannot include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person elect to continue as a going concern or concerning the scope of the auditreport under GAAP).

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP; provided, as in effect from time to time, provided that if Borrowers notify the Borrower notifies the Administrative Agent and the Lenders that Borrowers request an amendment the Borrower wishes to amend any provision hereof financial ratio or requirement to eliminate the effect of any Accounting Change occurring change in GAAP that occurs after the Closing Date or in the application thereof on the operation of such provision financial ratio or requirement (or if the Administrative Agent notifies Borrowers the Borrower that the Required Lenders request an amendment wish to amend any provision hereof financial ratio or requirement for such purpose), regardless then the Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change financial ratio or requirement is amended in a manner satisfactory to the application thereofBorrower, then the Administrative Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, with the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used hereinBorrower, the term “Administrative Agent and the Lenders agreeing to enter into negotiations to amend any such financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant ratio or a related definition, it shall be understood requirement immediately upon receipt from any party entitled to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesend such notice. Notwithstanding anything to the contrary contained hereinforegoing, (aA) 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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, thereof and (bB) the term “unqualified opinion” as all terms of an accounting or financial nature used herein shall be construed shall be made in a manner such that all liabilities related to refer operating leases, as defined by Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect), are excluded from the definition of Indebtedness and payments related to opinions operating leases are not included in Consolidated Interest Expense in part or reports in whole. Without limiting the foregoing, leases (whether existing or entered into after the date hereof) shall continue to be classified and accounted for on a basis consistent with that reflected in the Borrower’s historical financial statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditfor above.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries that are Loan Parties on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or Accounting Standards Codification 825) (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect in the United States from time to time (“GAAP”); providedprovided that (a) if there is any change in GAAP from such principles applied in the preparation of the audited financial statements referred to in Section 4.01(e) (“Initial GAAP”) that is material in respect of the calculation of compliance with the covenant set forth in Section 5.05 and/or any other leverage ratio or financial test used herein, that the Borrower shall give prompt notice of such change to the Agent and the Lenders, (b) if Borrowers notify the Borrower notifies the Agent that Borrowers request the Borrower requests an amendment to of any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date change in GAAP (or in the application thereof on the operation of such provision thereof) from Initial GAAP (or if the Agent notifies Borrowers that or the Required Lenders request an amendment to of any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change change in GAAP (or in the application thereof), then Agent such provision shall be applied on the basis of generally accepted accounting principles as in effect and Borrowers agree applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith. Notwithstanding any changes in GAAP after the Effective Date, any lease of the Borrower or any of its Subsidiaries that they will negotiate would be characterized as an operating lease under GAAP in good faith amendments to effect on the provisions of Effective Date, whether such lease is entered into before or after the Effective Date, shall not constitute Indebtedness or a Capital Lease under this Agreement that are directly affected by or any other Loan Document as a result of such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions changes in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseGAAP. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to any election under the Statement of Financial Accounting Standards No. 133 and 159 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial liabilities or any Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability liabilities of the applicable Person to continue as a going concern Borrower or concerning the scope any Subsidiary of the auditBorrower at “fair value”, as defined therein.

Accounting Terms. All (a) Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, as in effect from time to time; providedprovided that, that if Borrowers notify the Parent Borrower (on behalf of the Borrowers) notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Borrowers the Parent Borrower (on behalf of the 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 Accounting Change change in GAAP or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrowers agree applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, any election or requirement to measure any financial liability using fair value shall be disregarded. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that they will negotiate reflected in good faith amendments to the provisions Audited Financial Statements for all purposes of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement andAgreement, until notwithstanding any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions change in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules GAAP relating thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseparties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding anything to the contrary foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (a) all financial statements delivered hereunder Indebtedness of the applicable Borrower and its Subsidiaries shall be prepared, and all financial covenants contained herein shall deemed to be calculated, without giving effect to any election under carried at 100% of the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value outstanding principal amount thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditbe disregarded.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if no such Accounting Change accounting changes had occurrednot been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. When used hereinIf the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the term “Parent shall, in connection with the delivery of any financial statements” statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall include the notes and schedules thereto. Whenever the term “Borrowers” is used deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of a financial covenant any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basisother rate determined by the Agent if such spot rate is not available) for the applicable period, unless the context clearly requires expressly stated otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as expressly provided herein, all accounting terms not specifically or completely defined herein shall be construed in accordance with conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to applied in a consistent manner. If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any Accounting Change occurring after financial ratio set forth in any Credit Document or any financial definition of any other provision of any Credit Document, and the Closing Date Borrowers or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders shall so request, the Administrative Agent, the Required Lenders (which request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in may be communicated via email by the application thereof, then Agent Lender Advisor) and the Borrowers agree that they will shall negotiate in good faith amendments to amend such ratio or requirement to preserve the provisions original intent thereof in light of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible change in GAAP (subject to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to approval by the Required LendersLenders and the Borrowers); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP before such change, and Borrowers shall provide to the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, Administrative Agent and the term “Lenders within five days after delivery of each certificate or financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” report required hereunder that is used in respect affected thereby a written statement of a Financial Officer of the Parent Borrower setting forth in reasonable detail the differences that would have resulted if such financial covenant or a related definition, it shall be understood statements had been prepared without giving effect to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesuch change. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculated, made (i) without giving effect to any election under Accounting Standards Codification 800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Statement full stated principal amount thereof and (iii) without giving effect to any valuation of Indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or 2015-03, it being agreed that such Indebtedness shall at all times be valued at the fair value full stated principal amount thereof. Notwithstanding the foregoing, all liabilities under or in respect of any lease (whether now outstanding or at any time entered into or incurred) that, under GAAP as in effect prior to the effectiveness of lease accounting changes that occurred prior to the Closing Date, would be accrued as rental and (b) lease expense and would not constitute a Capital Lease obligation in accordance with GAAP as in effect prior to giving effect to lease accounting changes that occurred prior to the term “unqualified opinion” Closing Date shall not constitute a Capital Lease obligation, in each case, for purposes of the covenants set forth herein and all defined terms as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audittherein.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “"Parent" or "Borrowers” " is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAPApplicable Accounting Principles; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “Borrowers” "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning without any exception as to the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of the adoption of IFRS in lieu of GAAP by Parent and its Subsidiaries or any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers agree Borrower agrees that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such adoption or Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such adoption or Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such adoption or no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit, except in each case to the extent such opinion or report is subject to a “going concern” or other qualification solely as a result of the impending stated final maturity date of the Obligations.

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP; provided, as in effect from time to time, provided that if Borrowers notify the Borrower notifies the Administrative Agent and the Lenders that Borrowers request an amendment the Borrower wishes to amend any provision hereof covenant in Article VII to eliminate the effect of any Accounting Change occurring change in GAAP that occurs after the Closing Date or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies Borrowers the Borrower that the Required Lenders request an amendment wish to any provision hereof amend Article VII for such purpose), regardless then the Credit Parties’ compliance with such covenant shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change or covenant is amended in a manner satisfactory to the application thereofBorrower, then the Administrative Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used hereinBorrower, the term “financial statements” shall include Administrative Agent and the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial Lenders agreeing to enter into negotiations to amend any such covenant or a related definition, it shall be understood immediately upon receipt from any party entitled to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesend such notice. Notwithstanding anything to the contrary contained hereinforegoing, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, and any obligation of a Person under a lease (bwhether existing as of the Closing Date or entered into in the future) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is not (ior would not be) unqualifiedrequired to be classified and accounted for as a Capital Lease on the balance sheet of such Person under GAAP as in effect at the time such lease is entered into shall not be treated as a Capital Lease and any obligations thereunder shall not be treated as a Capitalized Lease Obligation, and (ii) does not include in each case, solely as a result of the adoption of any explanation, supplemental commentchanges in, or other comment concerning changes in the ability of application of, GAAP after such lease is entered into unless otherwise expressly elected by the applicable Person Borrower in a written notice delivered to continue as a going concern or concerning the scope of Administrative Agent prior to the auditelection thereof.

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein or therein), all accounting terms not specifically defined herein shall be construed interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP; providedGAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Effective Date and using the same inventory valuation method as used in such financial statements, that except for any change required or permitted by GAAP if Borrowers notify Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent that Borrowers request an amendment and Section 10.3 is amended in a manner satisfactory to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in take into account the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions effects of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisechange. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall ratios and other financial calculations pursuant to this Agreement shall, following any Specified Transaction, be preparedcalculated on a Pro Forma Basis. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and all financial covenants contained herein either Borrower Agent or the Required Lenders shall be calculatedso request, without giving effect Agent, Lenders and Borrower Agent shall negotiate in good faith to any election under amend such ratio or requirement to preserve the Statement original intent thereof in light of Financial Accounting Standards No. 159 such change in GAAP (or any similar accounting principle) permitting a Person subject to value its financial liabilities or Indebtedness at the fair value thereofapproval of the Required Lenders); provided that, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is until so amended, (i) unqualified, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) does not Borrower Agent shall provide to Agent and Lenders as reasonably requested hereunder a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. It is agreed that a change in GAAP contemplated above shall include any explanation, supplemental commentthe International Financial Reporting Standards, or other comment concerning the ability certain of the applicable Person standards contained therein, becoming the required methodology of financial reporting. Notwithstanding the foregoing the implementation following the Effective Date of any changes in GAAP that would require a lease to continue as a going concern be capitalized shall be disregarded for purposes of any financial ratio or concerning the scope of the auditlimitation in this Agreement.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement prior to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided, further, that all obligations of any Person that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the Closing Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a capital lease obligation) for purposes of this Agreement regardless of any change in GAAP following the Effective Date that would otherwise require such obligation to be recharacterized as a capital lease obligation, to the extent that financial reporting shall not be affected hereby. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined herein in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be construed defined in accordance with GAAP; providedprovided that, notwithstanding the foregoing, if there occurs after March 31, 2021 any change in GAAP that if Borrowers notify Agent that Borrowers request an amendment to affects in any provision hereof to eliminate respect the effect calculation of any Accounting Change occurring after covenant set forth in this Agreement or the Closing Date or definition of any term defined under GAAP used in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the calculations, and either Required Lenders request an amendment to any provision hereof for such purpose)or Borrowing Agent so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Lenders and Borrowing Agent and Borrowers agree that they will shall negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by relate to the calculation of such Accounting Change covenants with the intent of having the respective positions of the Agent, Lenders and Borrowers the Loan Parties after such Accounting Change change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement andClosing Date, provided that, until any such amendments have been agreed upon and agreed to by the Required Lendersupon, the provisions covenants in this Agreement shall be calculated as if no such Accounting Change change in GAAP had occurred. When used hereinoccurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the term “appropriate financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in information required hereunder with respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, Loan Parties both reflecting any applicable changes in GAAP and all as necessary to demonstrate compliance with the financial covenants contained herein shall be calculated, without before giving effect to any election under the Statement of Financial Accounting Standards Noapplicable changes in GAAP. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the The term “unqualified opinionwithout qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedunqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no material effect on the calculation of, or compliance with, any financial covenant contained herein), and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit, except in the case of each of the foregoing clauses (i) and (ii), any such qualification, explanation, supplemental comment, or comment resulting solely from (1) an upcoming maturity date with respect to the Term Loan or the Revolving Loan Indebtedness or (2) a breach or anticipated breach of a financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Administrative Agent notifies 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 Accounting Change or in the application thereof, then Administrative Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided further, that any change in GAAP after the Closing Date shall not cause any lease that was not or would not have been a Capital Lease Obligation prior to such change to be deemed a Capital Lease Obligation. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the later of (i) the date of this Agreement or (ii) the date of the most recent amendment to any provision hereof to eliminate the effect of any Accounting Change or in the application thereof on the operation of such provision and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Any accounting terms not term used in this Agreement shall have, unless otherwise specifically defined herein shall be construed provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of Parent most recently received by Agent prior to the date hereof; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate that, upon the effect adoption by Parent of any Accounting Change occurring after the Closing Date IFRS as required by Parent’s independent certified public accountants or in the application thereof on event of any change in GAAP after the operation date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or Agent may, and at the request of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment shall, by notice to any provision hereof for Administrative Borrower require that such purpose)covenants be calculated in accordance with GAAP as in effect, regardless and as applied by Parent and its Subsidiaries, immediately before the adoption by Parent of whether any IFRS or the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such notice covenant is given before or after such Accounting Change or amended in the application thereofa manner satisfactory to Parent, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any qualification, explanation, supplemental comment, comment or other comment concerning the ability of the applicable Person person to continue as a going concern or concerning the scope of the audit. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as in effect on the Closing Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter.

Accounting Terms. All (a) Under the Loan Documents (except as otherwise specified herein, including Section 10.2.13), all accounting terms not specifically defined herein shall be construed interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP; provided, that if GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers notify delivered to Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change. If Borrowers adopt the International Financial Reporting Standards, and such change in accounting principles and/or adoption of such standards results in a change in the application thereof on method or results of calculation of financial covenants and/or defined terms contained in this Agreement, then at the operation option of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment or Borrowers, the parties will enter into good faith negotiations to any provision hereof amend such financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to reflect fairly such changes and/or adoption so that the criteria for evaluating the financial condition of Borrowers shall be the same in commercial effect after, as well as before, such purpose), regardless changes and/or adoption are made (in which case the method and calculation of whether any such notice is given before or after such Accounting Change or financial covenants and/or the defined terms related thereto hereunder shall be determined in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisemanner so agreed). Notwithstanding anything to the contrary contained hereinin this Section 1.2 or the definition of “Capital Lease”, in the event of a change in GAAP requiring all leases to be capitalized, only those leases that would have constituted Capital Leases on the Closing Date (aassuming for purposes hereof that such leases were in existence on the Closing Date) shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered hereunder to Agent in accordance with the terms of this Agreement after the date of such change in GAAP shall be prepared, and all contain a schedule showing the adjustments necessary to reconcile such financial covenants contained herein shall be calculated, without giving statements with GAAP as in effect immediately prior to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditsuch change).

Accounting Terms. All GAAP. Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, as in effect from time to time; providedprovided that, that if Borrowers notify the Company notifies the U.S. Administrative Agent that Borrowers request the Company requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the U.S. Administrative Agent notifies Borrowers the 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 Accounting Change change in GAAP or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrowers agree that they will negotiate applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in good faith amendments to accordance herewith. For purposes of the provisions definitions of “Capital Lease” and “Capital Lease Obligations” and determining compliance with any provision of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required LendersAgreement, the provisions in this Agreement determination of whether a lease is to be treated as an operating lease or capital lease shall be calculated as if no such made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Change had occurred. When used hereinStandards Update (ASU) Leases (Topic 840) issued August 17, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant 2010, or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseany successor proposal. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculated, made (i) without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of the Borrower or Indebtedness any Subsidiary at the “fair value thereofvalue”, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, defined therein and (ii) does not include without giving effect to any explanationtreatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, supplemental comment, or other comment concerning and such Indebtedness shall at all times be valued at the ability of the applicable Person to continue as a going concern or concerning the scope of the auditfull stated principal amount thereof.

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein or therein), all accounting terms not specifically defined herein shall be construed interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP; providedGAAP applied on a basis consistent with the most recent audited financial statements of the Borrower delivered to Administrative Agent before the Effective Date, that except for any change required or permitted by GAAP if Borrowers notify the Borrower’s certified public accountants concur in such change, the change is disclosed to Administrative Agent that Borrowers request an amendment and Section 10.3 is amended in a manner satisfactory to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in take into account the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions effects of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisechange. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall ratios and other financial calculations pursuant to this Agreement shall, following any Specified Transaction, be preparedcalculated on a Pro Forma Basis. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and all financial covenants contained herein either the Borrower or the Required Lenders shall be calculatedso request, without giving effect Administrative Agent, Lenders and the Borrower shall negotiate in good faith to any election under amend such ratio or requirement to preserve the Statement original intent thereof in light of Financial Accounting Standards No. 159 such change in GAAP (or any similar accounting principle) permitting a Person subject to value its financial liabilities or Indebtedness at the fair value thereofapproval of the Required Lenders); provided that, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is until so amended, (i) unqualified, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) does not the Borrower shall provide to Administrative Agent and Lenders as reasonably requested hereunder a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. It is agreed that a change in GAAP contemplated above shall include any explanation, supplemental commentthe International Financial Reporting Standards, or other comment concerning the ability certain of the applicable Person standards contained therein, becoming the required methodology of financial reporting. Notwithstanding the foregoing the implementation following the Effective Date of any changes in GAAP that would require a lease to continue as a going concern be capitalized shall be disregarded for purposes of any financial ratio or concerning the scope of the auditlimitation in this Agreement.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersLenders and the Borrowers, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (other than any qualification pertaining to the impending maturity of the Obligations occurring within twelve (12) months after such audit) .

Accounting Terms. All Subject to the third sentence of this Section 1.2, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used construed in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedconformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein. In the event that GAAP changes during the term of this Agreement such that the covenants contained in Sections 6.13 and 6.14 would then be calculated in a different manner or with different components, Borrower and the Lenders agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower’s financial condition to substantially the same criteria as were effective prior to such change in GAAP and Borrower shall be deemed to be in compliance with the covenants contained in the aforesaid Sections if and to the extent that Borrower would have been in compliance therewith under GAAP as in effect immediately prior to such change, but shall have the obligation to deliver each of the materials described in Article 7 to the Agent and the Lenders, on the dates therein specified, with financial data presented in a manner which conforms with GAAP as in effect immediately prior to such change. However, notwithstanding any change in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on Borrower’s consolidated balance sheet, such obligations shall continue to be excluded from the definitions of Indebtedness, Capital Leases and Capital Lease Obligations. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be calculatedconstrued, and all computations of amounts and ratios referred to herein shall be made without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial liabilities or any Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability liabilities of the applicable Person to continue Borrower or any Restricted Subsidiary at “fair value”, as a going concern or concerning the scope of the auditdefined therein.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if no such Accounting Change accounting changes had occurrednot been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. When used hereinIf the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the term “Parent shall, in connection with the delivery of any financial statements” statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall include the notes and schedules thereto. Whenever the term “Borrowers” is used deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of a financial covenant any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or a related definitionother rate determined by the Agent if such spot rate is not available) for the applicable period, it shall be understood to mean Borrowers unless expressly stated otherwise. In addition, all obligations of the Loan Parties and their Subsidiaries that are or would have been treated as operating leases for purposes of IFRS prior to the effectiveness of FASB ASC 842 may continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a consolidated basis, unless prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditstatements.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “"Borrowers” " is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by applied immediately before such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after shall have become effective until such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments notice shall have been agreed upon and agreed to by the Required Lenders, the provisions withdrawn or such provision shall have been amended in this Agreement shall be calculated as if no such Accounting Change had occurredaccordance herewith. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Codification 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP, whether such lease is entered into before or after the Closing Date, shall not constitute a Finance Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Required Lenders.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that that, if Borrowers notify Parent notifies Agent that Borrowers request it requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Parent 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 Accounting Change or in the application thereof, then Agent and Borrowers Loan Parties agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a GAAP financial covenant statement determination, financial covenant, financial calculation or financial ratio, or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP; providedAgreement Accounting Principles, that as in effect from time to time, provided that, if Borrowers notify the Borrower notifies the Administrative Agent that Borrowers request the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Date date hereof in Agreement Accounting Principles or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Borrowers 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 Agreement Accounting Change Principles or in the application thereof, then Agent such provision shall be interpreted on the basis of Agreement Accounting Principles as in effect and Borrowers agree that they will negotiate applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in good faith amendments accordance herewith. Whenever under this Agreement any financial information, data and the like is calculated on a consolidated basis for the Borrower and its Subsidiaries, such financial information, data and the like of such Subsidiary shall be included only to the provisions extent of the Borrower’s percentage of ownership of such Subsidiary. Any reference in this Agreement that are directly affected to the terms “extraordinary losses” and “extraordinary gains” shall mean such losses and gains, respectively, categorized by such Accounting Change with the intent of having Company’s external auditors as extraordinary in the respective positions financial statements of the Lenders and Borrowers after such Company prepared in accordance with Agreement Accounting Change conform as nearly as possible to their respective positions as of Principles in effect at the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything contained or implied herein to the contrary contained hereincontrary, (a) all no change in Agreement Accounting Principles shall require the restatement of any financial statements delivered hereunder dated prior to such change and provided to any Lender, the Administrative Agent, the Swingline Lender or the LC Issuer. Further, no retroactive change shall be prepared, and all made (as a result of any change in Agreement Accounting Principles which occurs after the date of any such financial covenants statements) in any of the calculations made hereunder based upon the information contained herein shall be calculatedin said financial statements including, without giving effect to any election under limitation, the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability calculation of the applicable Person to continue as a going concern or concerning the scope of the auditApplicable Margin.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersIrish Holdings” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Irish Holdings and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of United States Financial Accounting Standards No. 159 Board Accounting Standards Codification Topic (“FASB ASC”) 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) with respect to the accounting for leases as either operating leases or Capitalized Leases and the impact of such accounting in accordance with FASB ASC 840 or otherwise on the definitions and covenants herein, GAAP as in effect on the Closing Date shall be applied, and (bc) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Restatement Effective Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Revolving Loan Borrower, and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Furthermore, notwithstanding any other provision contained herein, except with respect to financial statements delivered pursuant to Sections 4.8 and 5.1, any lease that would have been characterized as an operating lease in accordance with GAAP prior to the date of Administrative Borrower’s adoption of ASC 842 (whether or not such lease was in effect on such date) shall not constitute a capital or finance lease, and any such lease shall be, for all purposes of this Agreement, treated as though it were reflected on Administrative Borrower’s consolidated financial statements in the same manner as an operating lease would have been reflected prior to Company’s adoption of ASC 842.

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined herein in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall be construed in accordance with have the respective meanings given to them under GAAP; provided, that however, if Borrowers notify Agent that Borrowers request an amendment any changes in accounting principles from those used in the preparation of the most recent financial statements referred to herein are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) or the equivalent Canadian organization, as applicable, and are adopted by any provision hereof to eliminate Parent Holdco and its Subsidiaries with the effect agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any Accounting Change occurring after of the Closing Date financial covenants or in the application thereof on related definitions of terms used therein, the operation of parties hereto agree to enter into negotiations in order to amend such provision (or if Agent notifies Borrowers that provisions, which amended provisions shall be acceptable to Agent, the Required Lenders request an amendment and the Loan Parties, so as to reflect such changes with the desired result that the criteria for evaluating such Parent Holdco’s and its Subsidiaries financial condition with respect to any provision hereof for such purpose), regardless of whether any such notice is given before or affected financial covenants hereunder shall be the same after such Accounting Change changes as if such changes had not been made, provided that (a) no change in GAAP that would affect the method of calculation of any of the financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to Agent, the application thereof, then Agent Required Lenders and Borrowers agree that they will negotiate in good faith amendments the Loan Parties to accomplish the foregoing and (b) for purposes of determining compliance with the provisions of this Agreement that are directly affected Agreement, any election by such Accounting Change with the intent a Parent Holdco or any of having the respective positions its Subsidiaries to measure any liability or other item of the Lenders and Borrowers after such Accounting Change conform indebtedness using fair value (as nearly as possible to their respective positions as of the date of this Agreement and, until permitted by SFAS 159 or any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement similar provision) shall be calculated as if no disregarded and such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it determination shall be understood to mean Borrowers made, and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements required to be delivered hereunder shall be prepared, and as if such election had not been made. For the avoidance of doubt, notwithstanding FAS 150, the capital stock of a Parent Holdco issued in connection with the Transactions, together with all financial covenants contained herein other capital stock issued by such Parent Holdco thereafter having substantially the same terms, shall not constitute Indebtedness or a liability hereunder so long as such capital stock does not require any cash payments or dividends thereon or require any mandatory redemption or repurchase prior to the date that is one year after the maturity of the Obligations (based on conditions in effect at the time of any such determination), as such maturity may be calculatedmodified from time to time. Notwithstanding anything in this Agreement or in any Other Document to the contrary, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting no operating lease shall constitute a Person to value its financial liabilities Capitalized Lease Obligation or Indebtedness at by virtue of a change in GAAP occurring after the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditClosing Date.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers Borrower request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) for purposes of determining compliance with any covenant contained herein, the effects of any accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 and the Proposed Accounting Standards Update (Revised) to Leases (Topic 842) dated May 16, 2013 shall be disregarded and GAAP will be deemed to treat leases that would have been qualified as operating leases prior to any such accounting change as operating leases notwithstanding the effectiveness of any such accounting change to GAAP, and (bc) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term terms “Parent” and “Borrowers” is are used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Administrative Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Administrative Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Administrative Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with, GAAP applied on a basis consistent with GAAPthe most recent audited consolidated financial statements of the Borrower delivered to the Lenders prior to the closing of this Agreement; provided, provided that if Borrowers notify the Borrower notifies the Administrative Agent that Borrowers request an amendment it wishes to amend any provision hereof financial covenant in Section 6.6 to eliminate the effect of any Accounting Change occurring after the Closing Date or change in the application thereof GAAP on the operation of such provision covenant (or if the Administrative Agent notifies Borrowers the Borrower that the Required Lenders request an amendment wish to any provision hereof amend Section 6.6 for such purpose), regardless then the Borrower’s compliance with such covenant shall be determined on the basis of whether any GAAP as in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change or covenant is amended in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments a manner satisfactory to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Borrower and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything herein to the contrary contrary, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (a) all financial statements delivered hereunder Indebtedness of the Borrower and its Subsidiaries shall be prepareddeemed to be carried at 100% of the outstanding principal amount thereof, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement effects of Financial Accounting Standards No. 159 FASB ASC 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its on financial liabilities or Indebtedness at the fair value thereofshall be disregarded, and (b) the term “unqualified opinion” any lease that was or would have been classified as used herein an Operating Lease pursuant to refer to opinions or reports provided by accountants shall mean GAAP as of April 3, 2012 will be classified as an opinion or report Operating Lease, regardless of any change in GAAP after April 3, 2012 that is (i) unqualifiedwould reclassify such lease as a Capitalized Lease, and the effects of FASB ASC 840 (iior any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) does not include on any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditsuch Operating Leases shall be disregarded.

Accounting Terms. All accounting terms used herein which are not specifically expressly defined herein shall be construed in this Agreement have the meanings respectively given to them in accordance with GAAP; provided. Except as otherwise specifically provided herein, that if Borrowers notify Agent that Borrowers request an amendment (i) all computations made pursuant to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used made in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedaccordance with GAAP, and (ii) does not include all financial statements shall be prepared in accordance with GAAP. If at any explanationtime any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Financing Document, supplemental commentand either the Parent or the Required Holders shall so request, or other comment concerning the ability Company and the Required Holders of the applicable Person Notes shall negotiate in good faith to continue as a going concern amend such ratio or concerning requirement to preserve the scope original intent thereof in light of such change in GAAP (subject to the approval of the auditRequired Holders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Company shall provide to the holders of the Notes financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements of the Parent and Company identified on Schedule 5.5 hereto for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless this Agreement is amended to address any changes thereto. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company or the Parent to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect in the United States from time to time (“GAAP”); providedprovided that (a) if there is any change in GAAP from such principles applied in the preparation of the audited financial statements referred to in Section 4.06 (“Initial GAAP”) that is material in respect of the calculation of compliance with the covenant set forth in Section 6.15 and/or any other leverage ratio or financial test used herein, that the Borrower shall give prompt notice of such change to the Agent and the Lenders, (b) if Borrowers notify Holdings or the Borrower notifies the Agent that Borrowers request Holdings or the Borrower requests an amendment to of any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date change in GAAP (or in the application thereof on the operation of such provision thereof) from Initial GAAP (or if the Agent notifies Borrowers that or the Required Lenders request an amendment to of any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change change in GAAP (or in the application thereof), then the Agent and Borrowers agree that they will the Borrower shall negotiate in good faith amendments to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the provisions approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided, however, that such provision shall be applied on the basis of generally accepted accounting principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of Holdings or any Subsidiary that would be characterized as an operating lease under GAAP in effect on the Closing Date, whether such lease is entered into before or after the Closing Date, shall not constitute Indebtedness or a Capital Lease under this Agreement that are directly affected by or any other Loan Document as a result of such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions changes in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseGAAP. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to any election under the Statement of Financial Accounting Standards No. 133 and 159 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial liabilities or any Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability liabilities of the applicable Person to continue Holdings or any Subsidiary at “fair value”, as a going concern or concerning the scope of the auditdefined therein.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding anything to the contrary contained in this Section or in the definition of “Capitalized Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof or entered into prior to December 31, 2018) that would constitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be construed delivered by Borrower to Lenders pursuant to Sections 5.1(a) and 5.1(b) or any other Section (unless specifically indicated otherwise) shall be prepared in accordance with GAAPGAAP as in effect at the time of such preparation; providedprovided that no Accounting Change shall affect financial covenants, standards or terms in this Agreement; provided further that if Borrowers notify Agent Borrower shall prepare footnotes to the Financial Statements required to be delivered hereunder that Borrowers request an amendment show the differences between the Financial Statements delivered (which reflect such Accounting Changes) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). All such adjustments described in clause (c) of the definition of the term Accounting Changes resulting from expenditures made subsequent to any provision hereof to eliminate the effect Closing Date (including capitalization of costs and expenses or payment of pre-Closing Date liabilities) shall be treated as expenses in the period the expenditures are made. Notwithstanding the foregoing, in the event that any Accounting Change occurring after the Closing Date or shall occur and such change results in a change in the application thereof on method of calculation of the operation of such provision (financial covenants, standards or if Agent notifies 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 Accounting Change or terms in the application thereofthis Agreement, then Borrower and Administrative Agent and Borrowers agree that they will to negotiate in good faith amendments in order to the amend such provisions of this Agreement that are directly affected by so as to equitably reflect such Accounting Change Changes with the intent of having desired result that the respective positions criteria for evaluating the financial condition of the Lenders and Borrowers Credit Parties shall be the same after such Accounting Change conform Changes as nearly if such Accounting Changes had not been made. Until such time as possible to their respective positions as of the date of this Agreement and, until any such amendments an amendment shall have been agreed upon executed and agreed to delivered by Borrower, Administrative Agent and the Required Requisite Lenders, the provisions all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if no such Accounting Change Changes had not occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, (i) all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, (ii) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (iii) all financial statements shall be prepared in accordance with GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and either the Company or the Required Holders shall so request, the holders of the Notes and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders, not to be unreasonably withheld or delayed); provided, that if Borrowers notify Agent that Borrowers request an amendment until so amended, (i) such ratio or requirement shall continue to any provision hereof be computed in accordance with GAAP prior to eliminate such change therein and (ii) the effect Company shall provide to the holders of any Accounting Change occurring after the Closing Date Notes financial statements and other documents required under this Agreement or in the application thereof on the operation as reasonably requested hereunder setting forth a reconciliation between calculations of such provision (ratio or if Agent notifies Borrowers that the Required Lenders request an amendment requirement made before and after giving effect to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or change in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseGAAP. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedunless the Company gives notice to the holders of the Notes that the Company has elected to proceed in accordance with the immediately preceding sentence, the definitions of Consolidated Total Debt, Consolidated EBITDA, Consolidated Interest Charges and Indebtedness and all financial covenants contained herein provisions of Section 10 (to the extent such definitions and provisions relate to the accounting for operating leases) shall be calculated, and the Company’s compliance with such provisions (to such extent) shall be determined, on the basis of GAAP in effect as of the date of this Agreement, without giving effect to any subsequent changes. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election under by the Statement of Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 159 (000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting principlestandard) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, shall be disregarded and (b) the term “unqualified opinion” such determination shall be made as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does if such election had not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditbeen made.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; providedwith, that if Borrowers notify Agent that Borrowers request an amendment and all financial data (including financial calculations) required to any provision hereof be submitted pursuant to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated prepared in conformity with, generally accepted accounting principles as if no such Accounting Change had occurred. When used hereinin effect in the United States from time to time (“GAAP”); provided that at any time after the Closing Date, the term “Borrowers may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS, provided, further, that any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrowers’ election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP (it being agreed that all terms of an accounting or financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is nature used in respect of a financial covenant or a related definition, it herein shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under the Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. 159 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Debt or other liabilities of the Borrowers or Indebtedness any Subsidiary at the “fair value thereof, and (b) the term “unqualified opinionvalue,” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, defined therein and (ii) does not include any explanationtreatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, supplemental commentand such Debt shall at all times be valued at the full stated principal amount thereof). If at any time any change in GAAP (including as a result of an election by the Borrowers to apply IFRS) would affect the calculation of any covenant set forth herein and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such covenant shall continue to be calculated in accordance with GAAP prior to such change and (ii) 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 change in GAAP. Notwithstanding any changes to GAAP or IFRS, or other comment concerning the ability Borrowers’ election to apply IFRS accounting principles in lieu of GAAP, any obligation that is or would be characterized as an operating lease obligation in accordance with GAAP on February 12, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be treated as operating lease obligations for purposes of this Agreement regardless of any changes in GAAP or IFRS, or the applicable Person Borrowers’ election to continue as a going concern or concerning the scope apply IFRS accounting principles in lieu of the auditGAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all the financial covenants covenant contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Finance Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by Administrative Borrower and Agent. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that if Borrowers notify the U.S. Borrower notifies the Administrative Agent and the Lenders that Borrowers request an amendment the U.S. Borrower wishes to amend any provision hereof financial ratio or requirement to eliminate the effect of any Accounting Change occurring change in GAAP that occurs after the Closing Date or in the application thereof on the operation of such provision financial ratio or requirement (or if the Administrative Agent notifies Borrowers the U.S. Borrower that the Required Lenders request an amendment (or the Required Revolving Lenders with respect to any provision hereof financial ratio contemplated under Section 7.07) wish to amend any financial ratio or requirement for such purpose), regardless then the U.S. Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change financial ratio or requirement is amended in a manner satisfactory to the application thereofU.S. Borrower, then the Administrative Agent and Borrowers agree that they will negotiate in the Required Lenders (or Required Revolving Lenders as the case may be), the U.S. Borrower, the Administrative Agent and the Lenders agreeing to enter into good faith amendments negotiations to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until amend any such amendments have been agreed financial ratio or requirement promptly upon and agreed receipt from any party entitled to by the Required Lenders, the provisions in this Agreement shall be calculated as if no send such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisenotice. Notwithstanding anything to the contrary contained hereinforegoing, (aA) 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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, thereof and (bB) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability all leases of the applicable Person U.S. Borrower and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP on the Closing Date shall continue to continue be treated as a going concern or concerning the scope operating leases for purposes of the auditfinancial definitions contained herein, regardless of any change in GAAP after the Closing Date that would otherwise require such operating leases to be treated as Capital Leases; provided that the U.S. Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement which include a reconciliation showing such treatment before and after giving effect to such change in GAAP.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; providedwith, that if Borrowers notify Agent that Borrowers request an amendment and all financial data (including financial calculations) required to any provision hereof be submitted pursuant to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated prepared in conformity with, generally accepted accounting principles as if no such Accounting Change had occurred. When used hereinin effect in the United States from time to time (“GAAP”); provided that at any time after the Effective Date, the term “Borrower may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS, provided further that any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP (it being agreed that all terms of an accounting or financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is nature used in respect of a financial covenant or a related definition, it herein shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under the Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. 159 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Debt or other liabilities of the Term Facility Borrower or Indebtedness any Subsidiary at the “fair value thereofvalue”, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, defined therein and (ii) does not include any explanationtreatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, supplemental commentand such Debt shall at all times be valued at the full stated principal amount thereof). If at any time any change in GAAP (including as a result of an election by the Borrower to apply IFRS) would affect the calculation of any covenant set forth herein and either the Borrower or the Required Lenders shall so request, or other comment concerning the ability Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the applicable Person Required Lenders); provided that, until so amended, (i) such covenant shall continue to continue as be calculated in accordance with GAAP prior to such change and (ii) the Borrower 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 going concern or concerning the scope reconciliation between calculations of the auditsuch covenant made before and after giving effect to such change in GAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that that, if Borrowers notify Agent a Borrower notifies Lender that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change Changes occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Lender and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Lender and Borrowers after such Accounting Change change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersLxxxxx, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. A Loan Party shall deliver to Lender at the same time as the delivery of any financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding monthly, quarterly or annual financial statements and (b) a reasonable estimate of the effect on the financial statements on account of such changes in application. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (ai) 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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bii) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (iA) unqualified, and (iiB) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. (a) All accounting terms used herein which are not specifically expressly defined herein shall be construed in this Agreement have the meanings respectively given to them in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform . Except as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained otherwise specifically provided herein, (a) all financial statements delivered hereunder computations made pursuant to this Agreement shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereofmade in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. If the term “unqualified Issuers notify the holders of Notes that, in the Issuers’ reasonable opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning if the ability Required Holders notify the Issuers that, in the Required Holders’ reasonable opinion, as a result of changes in GAAP from time to time (“Subsequent Changes”), any of the applicable Person to continue as a going concern covenants contained in Sections 10.4, 10.5, 10.6, 10.7 or concerning the scope 10.9, or any of the auditdefined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Issuers than are such covenants immediately prior to giving effect to such Subsequent Changes, the Issuers and the holders of Notes shall negotiate in good faith to reset or amend such covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants or defined terms. Until the Issuers and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, the covenants contained in Sections 10.4, 10.5, 10.6, 10.7 and 10.9, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined assuming that the Subsequent Changes shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Issuers shall include relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) during such period. Subject to the immediately preceding sentence, at the sole election of the Company and upon written notice to the registered holders of the Notes but without any requirement to obtain any prior consent or waiver from any Purchasers or holders of the Notes, the Issuers and their Subsidiaries may adopt IFRS in lieu of GAAP for purposes of making all future computations and preparing all future financial statements pursuant to this Agreement or any other Financing Document.

Accounting Terms. All Except as otherwise expressly provided in this Agreement, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers at “fair value,” as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iii) obligations relating to a lease that was accounted for by such Person as an operating lease as of the Closing Date shall be accounted for as obligations relating to an operating lease and not as obligations relating to a capital lease.

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein), all accounting terms not specifically defined herein shall be construed interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP; provided, . In the event that if Borrowers the Administrative Borrower shall notify the Agent that Borrowers request an amendment to the Loan Parties have adopted IFRS or any provision hereof to eliminate the effect of any “Accounting Change occurring after the Closing Date or Changes” (as defined below) shall occur and such change results in a change in the application thereof on the operation method of such provision (calculation of financial covenants, standards or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose)terms in this Agreement, then regardless of whether any such notice is given before or after such adoption or such Accounting Change or in the application thereof, then at the request of the Administrative Borrower, the Agent or the Required Lenders, the Loan Parties, the Agent and Borrowers agree that they will negotiate in the Lenders shall enter into good faith amendments negotiations in order to the amend such provisions of this Agreement that are directly affected by so as to reflect equitably such adoption or such Accounting Change Changes with the intent desired result that the criteria for evaluating the financial condition of having the Loan Parties and the respective positions position of the Loan Parties and the Lenders and Borrowers after such Accounting Change shall conform as nearly as possible to their respective positions as of the date of this Agreement and, until any Closing Date. Until such amendments time as such an amendment shall have been agreed upon executed and agreed to delivered by the Loan Parties, the Agent and the Required Lenders, the provisions all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if no such adoption or such Accounting Change Changes had not occurred, and the Loan Parties shall provide to the Agent and the Lenders any documents and calculations required under this Agreement or as reasonably requested hereunder by the Agent or the Required Lenders 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 adoption or such Accounting Change. When used herein“Accounting Changes” refers to changes in accounting principles (i) required by the promulgation of any rule, regulation, pronouncement or opinion by the United States Financial Accounting Standards Board or (ii) otherwise proposed by the Administrative Borrower to, and approved by, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseAgent. Notwithstanding anything to the contrary foregoing, for purposes of determining compliance with any covenant contained herein, (a) all financial statements delivered hereunder Indebtedness of Arrow Bidco and its Subsidiaries shall be prepared, and all financial covenants contained herein shall deemed to be calculated, without giving effect to any election under carried at 100% of the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value outstanding principal amount thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants effects of any accounting principles on financial liabilities shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditbe disregarded.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “Borrowers” "Borrower" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedunqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no effect on the calculation of, or compliance with, any financial covenant contained herein or the determination of the Borrowing Base), and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; providedprovided that, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Restatement Effective Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereofChange, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement prior to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated construed as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean all Borrowers and taken as a whole with all of their Subsidiaries on a consolidated combined basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein (including the computations and ratios referred to in Section 7) shall be calculated, (i) without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereofthereof and (ii) without giving effect to any change to, or modification of, or the phase-in of the effectiveness of any amendments to, GAAP which would require the capitalization of leases characterized as “operating leases” as of the Restatement Effective Date, and (b) the term “unqualified opinion” or “certified without any qualifications,” as used herein to refer to opinions or reports provided by accountants accountants, shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern (other than as resulting from the impending scheduled maturity of any Indebtedness) or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding the foregoing, if at any time Borrower determines to use IFRS in lieu of GAAP for financial reporting purposes, Borrower may elect by written notice to Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall, for purposes of this Agreement, thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS, and (b) for periods beginning prior to the date specified in such notice, GAAP; provided that, to the extent that such election would affect any financial ratio set forth in this Agreement or any financial covenant or related definition, (i) Borrower shall provide to Agent financial statements and other documents reasonably requested by Agent or any Lender setting forth a reconciliation with respect to such ratio or covenant for periods before giving effect to such election and for periods after giving effect to such election, and (ii) if Borrower, Agent or the Required Lenders shall so request, Agent, the Required Lenders and Borrower shall negotiate in good faith to amend the provisions of this Agreement that are directly affected by such election with the intent of having the respective positions of the Lenders and Borrower after such election conform as nearly as possible to their respective positions as of the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the purposes of calculating compliance with the financial covenants of this Agreement, no effect shall be given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially similar pronouncement. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their each of its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit, and (c) if at any time the obligations of a Person in respect of an operating lease are required to be recharacterized as a Capital Lease as a result of a change in GAAP after the Closing Date, then for purposes hereof such Person’s operating leases shall not be deemed to be Capital Leases for purposes of this Agreement.

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that if Borrowers notify the Borrower notifies the Administrative Agent and the Lenders that Borrowers request an amendment the Borrower wishes to amend any provision hereof financial ratio or requirement to eliminate the effect of any Accounting Change occurring change in GAAP that occurs after the Closing Date or in the application thereof on the operation of such provision financial ratio or requirement (or if the Administrative Agent notifies Borrowers the Borrower that the Required Lenders request an amendment wish to amend any provision hereof financial ratio or requirement for such purpose), regardless then the Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change financial ratio or requirement is amended in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments a manner satisfactory to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Borrower and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, . The Borrower and the provisions in this Agreement shall be calculated as if no Lenders hereby agree to enter into good faith negotiations to amend any such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant ratio or a related definition, it shall be understood requirement promptly upon receipt from any party entitled to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesend such notice. Notwithstanding anything to the contrary contained hereinforegoing, (aA) 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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, thereof and (bB) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability all leases of the applicable Person Parent Guarantor and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP as of May 31, 2018 shall continue to continue be treated as a going concern or concerning the scope operating leases for purposes of the auditfinancial definitions contained herein, regardless of any change in GAAP after the Closing Date that would otherwise require such operating leases to be treated as Capital Leases; provided, that the Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement which include a reconciliation showing such treatment before and after giving effect to such change in GAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding any changes in GAAP after the Original Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Original Closing Date (whether such lease was entered into before or after the Original Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Agent. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “"Borrowers” " is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Any accounting terms not term used in this Agreement shall have, unless otherwise specifically defined herein shall be construed provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of Parent most recently received by Agent prior to the date hereof; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate that, upon the effect adoption by Parent of any Accounting Change occurring after the Closing Date IFRS as required by Parent’s independent certified public accountants or in the application thereof on event of any change in GAAP after the operation date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or Agent may, and at the request of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment shall, by notice to any provision hereof for Administrative Borrower require that such purpose)covenants be calculated in accordance with GAAP as in effect, regardless and as applied by Parent and its Subsidiaries, immediately before the adoption by Parent of whether any IFRS or the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such notice covenant is given before or after such Accounting Change or amended in the application thereofa manner satisfactory to Parent, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. When used herein, and (b) the term “unqualified opinionfinancial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as used herein to refer to opinions in effect on the Closing Date, notwithstanding any modification or reports provided by accountants shall mean an opinion or report interpretive changes thereto that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditmay occur hereafter.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers Administrative 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all references to "Borrowers and their Subsidiaries" in connection with any accounting terms, financial covenants and financial statements contained herein shall be deemed to refer to "Ultimate Parent and its Subsidiaries" after a Qualifying IPO, (b) 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 Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bc) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Administrative Borrower and Agent.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPGAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered to the Lenders; providedprovided that, that if Borrowers the Borrower shall notify the Administrative Agent that Borrowers request an amendment it wishes to amend the definitions of Consolidated Adjusted Funded Debt, Consolidated EBIT, Consolidated Total Funded Debt, Consolidated Total Interest Expense or Indebtedness or any provision hereof in §8 (including the components of the calculations in these definitions and provisions and the thresholds required by such provisions) to eliminate the effect of any Accounting Change occurring after the Closing Date or change in the application thereof GAAP on the operation of any such definition or provision (or if the Administrative Agent notifies Borrowers the Borrower that the Required Lenders request an amendment wish to amend any such definition or provision hereof for such purpose), regardless then the Borrower’s compliance with such provisions shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change definition or provision is amended in a manner satisfactory to the application thereofBorrower and the Required Lenders and, then provided further that (and notwithstanding anything to the contrary contained herein), unless the Borrower gives notice to the Administrative Agent that the Borrower has elected to proceed in accordance with the immediately prior proviso, the definitions of Consolidated Adjusted Funded Debt, Consolidated EBIT, Consolidated Total Funded Debt, Consolidated Interest Expense and Borrowers agree Indebtedness and all provisions of §8, to the extent in each case that they will negotiate in good faith amendments relate to the accounting for leases, shall be calculated and the Borrower’s compliance with such provisions shall be determined on the basis of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions GAAP in effect as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculatedCredit Agreement, without giving effect to any election under subsequent change. Notwithstanding the Statement foregoing, for purposes of Financial Accounting Standards No. 159 determining compliance with any covenant (or including the computation of any similar accounting principlefinancial covenant) permitting a Person contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to value its financial liabilities or Indebtedness be carried at 100% of the fair value outstanding principal amount thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants effects of FASB ASC 825 on financial liabilities shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the auditbe disregarded.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything herein to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, any change in GAAP that would result in a lease that is classified and all financial covenants contained herein shall be calculated, without giving effect to any election under accounted for as an operating lease as of the Statement of Financial Accounting Standards No. 159 Closing Date being treated as a Capital Lease (or being given a substantially similar treatment) shall not be given effect in the definition of Indebtedness or any similar accounting principle) permitting a Person to value its related definitions or in the computation of any financial liabilities ratio or Indebtedness at the fair value thereof, requirement set forth in any Loan Document and (b) if the term Borrower notifies Agent that it or Parent is required to report under International Financial Reporting Standards (“unqualified opinionIFRS”), or has elected to do so through an early-adoption policy, “GAAP” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report international financial reporting standards pursuant to IFRS (provided that is after such conversion, (i) unqualified, the Borrower cannot elect to report under U.S. generally accepted accounting principles and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Borrower shall reconcile the applicable Person two financial computation methods under IFRS and GAAP in a manner reasonably acceptable to continue as a going concern or concerning the scope of the auditAgent).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Appliable Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurredStandards. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 Codification 000-00-00 (or any similar accounting principleprinciple or other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereofthereof or (ii) any treatment of Indebtedness with respect to convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean means an opinion or report that is (i) unqualified, and (ii) does not include any explanation, qualification or supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.. On the first reporting period for which the Loan parties have transitioned from IFRS to GAAP, then following delivery to Agent of a completed Compliance Certificate attaching the information required to be delivered for such financial reporting period, Agent shall use commercially reasonable efforts to amend (in a manner mutually satisfactory to the Lender and Loan Parties) the thresholds or methods of calculation required (including any definitions or components applicable thereto) such that compliance therewith is neither more nor less burdensome to Loan Parties as a result of such conversion to GAAP and, thereafter, all references in the Loan Documents to IFRS shall be deemed references to GAAP. 1.3

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “"financial statements” " shall include the notes and schedules thereto. Whenever the term “Borrowers” "Borrower" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “"unqualified opinion” " as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined used herein shall be construed in accordance with GAAP; providedinterpreted, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared, and all in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial covenants contained herein statements delivered pursuant to Section 7.1; provided, however, if (a) the Credit Parties shall be calculated, without giving effect object to determining such compliance on such basis at the time of delivery of such financial statements due to any election under change in GAAP or the Statement of Financial Accounting Standards No. 159 (rules promulgated with respect thereto or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” Lender shall so object in writing within 60 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Credit Parties to the Lender as used herein to refer which no such objection shall have been made. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made under the financial covenants set forth in Section 7.11 after any Asset Disposition or to opinions or reports provided by accountants determine pro forma compliance with respect to any such Asset Disposition, such Asset Disposition shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning be deemed to have occurred on the ability first day of the four fiscal quarter period immediately preceding the date of such Asset Disposition and the applicable income statement items (whether positive or negative) and Indebtedness attributable to the Person or Property related to continue as a going concern or concerning the scope applicable Asset Disposition shall be excluded (rather than included) from such calculation. Notwithstanding the foregoing, following the disposition of the auditCommunications Division, the Meridian Business (to the extent such disposition is approved in writing by the Lender) or Ship & Debit Division, as applicable, the income statement items (whether positive or negative) attributable to such division or business shall be included in the calculation of the financial covenants set forth in Section 7.11 to the extent related to any period applicable in such calculation.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will Borrower shall negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers BorrowerParent and its Restricted Subsidiaries after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement Agreementimmediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersLenders and Borrower, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrowerParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers BorrowerParent and their its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 159Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment comment, in each case, concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit; provided, that it shall not be a violation of the foregoing, if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the Maturity Date is subject to a “going concern” or other qualification solely as a result of such impending Maturity Date). Whether a lease constitutes a Capitalized Lease Obligation shall be determined in accordance with GAAP and policies in conformity with those used to prepare the financial statements of Borrower and its Subsidiaries fiscal year ended December 31, 2011as in effect on the Amendment Effective Date.

Accounting Terms. All For purposes of this Agreement, all accounting ---------------- terms not specifically otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Financial statements and other information furnished to Agent, Funding Agent, Collateral Agent or any Lender pursuant to subsection 5.1 and the Reporting Rider shall be construed prepared in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate GAAP -------------- --------------- (as in effect at the effect time of such preparation) on a consistent basis. In the event any Accounting Change occurring after the Closing Date Changes (as defined below) shall occur and such changes affect financial covenants, standards or terms in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereofthis Agreement, then Agent Borrowers and Borrowers Lenders agree that they will negotiate to enter into negotiations in good faith amendments order to the amend such provisions of this Agreement that are directly affected by so as to equitably reflect such Accounting Change Changes with the intent desired result that the criteria for evaluating the financial condition of having Borrowers shall be the respective positions of the Lenders and Borrowers same after such Accounting Change conform Changes as nearly if such Accounting Changes had not been made, and until such time as possible to their respective positions as of the date of this Agreement and, until any such amendments an amendment shall have been agreed upon executed and agreed to delivered by the Required Borrowers and Requisite Lenders, the provisions (A) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if no such Accounting Change Changes had occurred. When used hereinnot been made, and (B) Borrowers shall prepare footnotes to each Compliance Certificate and the term “financial statements” shall include statements required to be delivered hereunder that show the notes differences between the financial statements delivered (which reflect such Accounting Changes) and schedules thereto. Whenever the term “Borrowers” is used in respect of a basis for calculating financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwisecompliance (without reflecting such Accounting Changes). Notwithstanding anything to the contrary contained herein, "Accounting Changes" ------------------ means: (a) all financial statements delivered hereunder shall be prepared, changes in accounting principles required by GAAP and all financial covenants contained herein shall be calculated, without giving effect to implemented by any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and Borrower; (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided changes in accounting principles recommended by accountants shall mean an opinion or report that is (i) unqualified, Borrowers' Accountants; and (iic) does changes in carrying value of any Borrower's or any of their Subsidiaries' assets, liabilities or equity accounts resulting from the application of purchase accounting principles (A.P.B. 16 and/or 17 and EITF 88- 16 and FASB 109) to the British Airways Acquisition. All such adjustments resulting from expenditures made subsequent to the Closing Date (including, but not include any explanationlimited to, supplemental comment, capitalization of costs and expenses or other comment concerning payment of pre-Closing Date liabilities) shall be treated as expenses in the ability period the expenditures are made and deducted as part of the applicable Person to continue as a going concern or concerning the scope calculation of the auditEBITDA in such period.

Accounting Terms. All Unless otherwise specifically provided herein, any accounting terms not specifically defined herein term used in this Agreement shall be construed have the meaning customarily given such term in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to any provision hereof to eliminate limit the effect of foregoing. If any Accounting Change occurring after the Closing Date or Changes (as defined below) occur and such changes result in a change in the application thereof on calculation of the operation financial covenants, standards or terms used in this Agreement or any other Loan Document or the interpretations of such provision (or if Agent notifies 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 Accounting Change or in the application thereofrelated provisions, then Borrower Representative shall give Administrative Agent prompt written notice thereof and Borrowers Borrower Representative and Lenders agree that they will negotiate to enter into negotiations in good faith amendments in order to the amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that are directly affected the criteria for evaluating the Loan Parties' financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. “Accounting Changes” means (a) changes in GAAP or other accounting principles (or the application thereof) required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions), including the FASB Accounting Standards Codification™;(b) changes in accounting principles concurred in by Borrowers’ certified public accountants; (c) purchase accounting adjustments under A.P.B. 16 and/or 17 and EITF 88- 16, and the application of the accounting principles set forth in FASB 109, or, in each case, any FASB Accounting Standards Codification™ having a similar result or effect, including the establishment of reserves pursuant thereto and any subsequent reversal (in whole or in part) of such reserves; and (d) the reversal of any reserves established as a result of purchase accounting adjustments. If Lenders and Borrower Representative agree upon the required amendments, then after appropriate amendments have been executed and the underlying Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible respect thereto has been implemented, any reference to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions GAAP contained in this Agreement or in any other Loan Document shall, only to the extent of such Accounting Change, refer to GAAP, consistently applied after giving effect to the implementation of such Accounting Change. Until such time, if any, as this Agreement is so amended, all financial statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Loan Documents shall be calculated as if no such prepared, delivered and made without regard to the underlying Accounting Change had occurredChange. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, basis unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent Borrower notifies Lender that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent Lender and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Lender and Borrowers Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no immediately before such Accounting Change had occurredtook effect. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” or “Loan Party” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers each such Person and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Borrower notifies Agent that Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers 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 Accounting Change or in the application thereof, then Agent and Borrowers Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding anything in this Agreement to the contrary, for the purposes of calculating compliance with the financial covenants of this Agreement, no effect shall be given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially similar pronouncement. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersBorrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Borrower and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with GAAP; providedAgreement Accounting Principles, as in effect from time to time, provided that, if the Borrower notifies Lender that if Borrowers notify Agent that Borrowers request the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Date date hereof in Agreement Accounting Principles or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders Lender request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in Agreement Accounting Change Principles or in the application thereof, then Agent such provision shall be interpreted on the basis of Agreement Accounting Principles as in effect and Borrowers agree that they will negotiate applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in good faith amendments accordance herewith. Whenever under this Agreement any financial information, data and the like is calculated on a consolidated basis for the Borrower and its Subsidiaries, such financial information, data and the like of such Subsidiary shall be included only to the provisions extent of the Borrower’s percentage of ownership of such Subsidiary. Any reference in this Agreement that are directly affected to the terms “extraordinary losses” and “extraordinary gains” shall mean such losses and gains, respectively, categorized by such Accounting Change with the intent of having Borrower’s external auditors as extraordinary in the respective positions financial statements of the Lenders and Borrowers after such Borrower prepared in accordance with Agreement Accounting Change conform as nearly as possible to their respective positions as of Principles in effect at the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything contained or implied herein to the contrary contained hereincontrary, (a) all no change in Agreement Accounting Principles shall require the restatement of any financial statements delivered hereunder dated prior to such change and provided to Lender. Further, no retroactive change shall be prepared, and all made (as a result of any change in Agreement Accounting Principles which occurs after the date of any such financial covenants statements) in any of the calculations made hereunder based upon the information contained herein shall be calculatedin said financial statements including, without giving effect to any election under limitation, the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability calculation of the applicable Person to continue as a going concern or concerning the scope of the auditApplicable Margin.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided. Defined terms and calculations in connection with the covenants and other provisions of this Lease, including Section 16.1(k), shall be based upon and utilize GAAP applied in a manner consistent with that if Borrowers notify Agent that Borrowers request an amendment used in preparing the financial statements referred to in Article XXIV(b)(i)-(iii). If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any Accounting Change occurring after financial ratio or requirement set forth in this Lease, and the Closing Date or in Facility Lessees shall so request, Lessor and the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will Facility Lessees shall negotiate in good faith amendments to amend such ratio or requirement to preserve the provisions original intent thereof in light of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement andchange in GAAP; provided, that, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained hereinso amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Facility Lessees shall provide to Lessor financial statements and other documents required under this Lease or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, (x) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any an election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principleprincipal) permitting a Person to value its financial liabilities or Indebtedness at the fair market value thereof, and (by) any obligations of a Person under a lease (whether now existing or entered into in the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report future) that is not (ior would not be) unqualifieda capital lease obligation under GAAP as in effect on the Commencement Date, and (ii) does shall not include any explanation, supplemental comment, or other comment concerning the ability be treated as a capital lease obligation solely as a result of the applicable Person to continue as a going concern or concerning adoption of changes in GAAP outlined by the scope of the auditFinancial Accounting Standards Board in its press release dated March 19, 2009.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowersParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers Parent and their its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All (a) Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in accordance conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with GAAPthat used in preparing the Audited Financial Statements; provided, however, that if Borrowers notify Agent that Borrowers request an amendment (w) subject to clause (x), calculations of Attributable Indebtedness under any provision hereof to eliminate Synthetic Lease Obligations or the effect implied interest component of any Accounting Change occurring Synthetic Lease Obligations shall be made by the Company in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease Obligations, (x) the effects of any changes to FASB ASC 840 after the Closing Date or shall be disregarded, (y)(i) notwithstanding any change in GAAP after the application thereof on the operation of such provision (or if Agent notifies Borrowers Closing Date, any leases 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 Accounting Change or would be treated as operating leases under GAAP as in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions effect as of the date of Closing Date shall not constitute or be accounted for as Capital Leases, Funded Indebtedness or Indebtedness or otherwise reflected on the Company’s consolidated balance sheet, and such leases shall continue to be treated as operating leases for all purposes under this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedother Loan Documents, and (ii) does any lease that was entered into after the Restatement Effective Date that would have been considered an operating lease under GAAP as in effect as of the Closing Date shall be treated as an operating lease for all purposes under this Agreement and the other Loan Documents, shall not constitute or be accounted for as a Capital Lease and obligations in respect thereof shall be excluded from the definitions of Funded Indebtedness and Indebtedness; provided that, for the avoidance of doubt, Consolidated Net Income shall be calculated by deducting, without duplication of amounts otherwise deducted, rent and other amounts and expenses actually paid in cash in the applicable period under any such lease in the same manner as under GAAP in effect as of the Closing Date, and (z) notwithstanding, any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, such Indebtedness shall at all times be valued at the full stated principal amount thereof and shall not include any explanation, supplemental comment, reduction or other comment concerning the ability appreciation in value of the applicable Person shares deliverable upon conversion thereof. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Company and its Restricted Subsidiaries shall be deemed to continue as a going concern or concerning the scope be carried at one hundred percent (100%) of the auditoutstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that that, if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies 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 Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (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 Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.