Common use of Accounting Terms Clause in Contracts

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules 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 Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically or completely defined in this Agreement used herein shall be construed in conformity withinterpreted, all accounting determinations hereunder shall be made, and all financial data statements required to be submitted by this Agreement delivered hereunder shall be prepared in conformity with, accordance with GAAP applied on a basis consistent basis, as in effect from with the most recent audited Consolidated financial statements of the Borrower delivered to the Lenders. If at any time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the application thereofRequired Lenders shall so request, then such provision shall be interpreted on the basis of GAAP as in effect Administrative Agent, the Lenders 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 the Borrower shall negotiate in good faith to determine amend such adjustments and amendments ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the applicable terms and definitions as approval of the Required Lenders); provided, that, until so amended, (a) such ratio or requirement shall continue to make them consistent with the intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared computed in accordance with this Section 1.03, except for GAAP prior to such change therein and (b) the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything Borrower shall provide to the contrary contained herein, references herein to “Borrower Administrative Agent and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower the Lenders financial statements 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 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 any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without after giving effect to any such change in GAAP that becomes effective on GAAP. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or after quarterly financial statements given in accordance with the date hereof that would require operating leases 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 be treated similarly to capital leases, including as which no objection shall have been made in accordance with the provisions above and (b) a result reasonable estimate of the implementation effect on the financial statements on account 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinsuch changes in application.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower Parent notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive 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 effective as amendments hereundertheir 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 “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to 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 adjustments within 30 days calculation of receipt of notice. Each Compliance Certificate Inventory shall be prepared in accordance with this Section 1.03on a “first-in, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinfirst-out” basis. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that 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 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 other liabilities potential breach of Borrower any of the financial covenants set forth in this Agreement or any Subsidiary at 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 “fair value”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 defined thereininterpreted by the staff of the SEC or in such other manner acceptable to Agent).

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withhowever, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if any Borrower notifies Administrative Agent Lender that 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 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 Effective Date in GAAP Closing Date, or in the application thereof on the operation of (or if Lender notifies any Borrower that Lender requests an amendment to any provision hereof for such provisionpurpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lender 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 Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lender and each Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, and promptly upon Borrower and Administrative Agent reaching until any such agreementamendments have been agreed upon, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. Whenever used herein, the term “financial statements” shall include the footnotes and effective as amendments hereunderschedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate it shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything understood to the contrary contained herein, references herein to “Borrower mean Borrowers and its Restricted their respective Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account , unless 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereincontext clearly requires otherwise.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board 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 (c) 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 liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit. 1.3

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if the Par Borrower notifies Administrative Agent that the Par Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies the Par Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and the Par Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and the Par Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon 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 “Borrower” or “Par Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Par Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Restricted Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities 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 Subsidiary at “fair value”, other Loan Document as defined thereina 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 or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit

Accounting Terms. All Except as otherwise expressly provided herein, (i) all terms of an accounting terms not specifically or completely defined financial nature shall be construed in accordance with GAAP, (ii) all computations made pursuant to this Agreement shall be construed made in conformity withaccordance with GAAP, and (iii) all financial data required to be submitted by this Agreement statements shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from accordance with GAAP. If at any time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such 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 application thereofRequired Holders shall so request, then such provision shall be interpreted on the basis holders of GAAP as in effect the Notes 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 Borrower the Company shall negotiate in good faith to determine amend such adjustments and amendments ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the applicable terms and definitions as approval of the Required Holders, not to make them consistent with the intent hereofbe unreasonably withheld or delayed); provided, and promptly upon Borrower and Administrative Agent reaching that until so amended, (i) such agreement, Administrative Agent ratio or requirement shall notify Lenders of such adjustments and amendments, which shall continue to be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the holders of the Notes financial statements and other documents required under this Section 1.03, except for the exclusion Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Unrestricted Subsidiaries from the calculations thereinsuch ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything to the contrary contained herein, references herein unless the Company gives notice to “Borrower 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 its Restricted Subsidiaries on a consolidated basis” Indebtedness and all provisions of Section 10 (to the extent such definitions and provisions relate to the accounting for operating leases) shall be deemed to refer to Borrower calculated, 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 Company’s compliance with any provision such provisions (to such extent) shall be determined, on the basis of GAAP in effect as of the date 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 computations of amounts and ratios referred to herein shall be madeAgreement, 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 Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825 (Topic No. 000-00-00 — Fair Value Option, International Accounting Standard 39 — Financial Instruments: Recognition and Measurement or any other Financial Accounting Standard having a similar result or effectaccounting standard) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, shall be disregarded and such determination shall be made as defined thereinif such election had not been made.

Accounting Terms. All (a) Except as otherwise expressly provided herein, all terms of an accounting terms not specifically or completely defined in this Agreement financial nature shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basisaccordance with GAAP, as in effect from time to time in the United Statestime; provided that that, if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provisionprovision (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and (b) the Administrative Agent and Borrower shall negotiate in good faith to determine enter into an amendment of such adjustments and amendments affected provisions (without the payment of any amendment or similar fees to the applicable terms and definitions as Lenders) to make them consistent with preserve the original intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders thereof in light of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 application thereof subject to the approval of the Required Lenders (not to be treated similarly to capital leasesunreasonably withheld, including as a result of the implementation of proposed ASU Topic 840, conditioned or any successor or similar proposal. Notwithstanding any other provision contained herein, delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any Subsidiary at “fair value”, ,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 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 elect to report under GAAP).

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted by pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basisGAAP, except as in effect from time to time in the United States; provided otherwise specifically prescribed herein, provided, however, that if the Borrower notifies the Administrative Agent that Borrower requests an amendment it wishes to amend Section 7.11 or any provision hereof related definition to eliminate the effect of any change in GAAP occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisioncovenant, then (a) regardless of whether such any such notice is given before or after the effective date of such change in GAAP (or 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 the Borrower’s compliance with such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments a manner satisfactory to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless the Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 proposalLenders. Notwithstanding any other provision contained herein, (a) 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 treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the date hereof and (b) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825 141R or ASC 805 (or any other Financial Accounting Standard financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein).

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically or completely defined in this Agreement financial nature shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basisaccordance with GAAP, as in effect from time to time in the United States; time, provided that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower requests an amendment wishes to amend any provision hereof financial ratio or requirement to eliminate the effect of any change occurring in GAAP that occurs after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionfinancial ratio or requirement (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any financial ratio or requirement for such purpose), then (a) regardless of whether the Borrower’s compliance with such any such notice is given before financial ratio or after such change in GAAP or the application thereof, then such provision requirement shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision financial ratio or requirement is amended in accordance herewith and (b) a manner satisfactory to the Borrower, the Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent Required Lenders, with the intent hereofBorrower, and promptly upon Borrower and the Administrative Agent reaching and the Lenders agreeing to enter into negotiations to amend any such agreement, Administrative Agent shall notify Lenders of financial ratio or requirement immediately upon receipt from any party entitled to send such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 (A) all financial statements delivered hereunder shall be made prepared, and all financial covenants contained herein shall be calculated, 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 election under Statement of the implementation of proposed ASU Topic 840, Financial Accounting Standards 159 (or any successor or similar proposal. Notwithstanding any other provision contained herein, accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (B) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein construed shall be mademade in a manner such that all liabilities related to operating leases, without giving effect to any election under Financial Accounting Standards Board as defined by Accounting Standards Codification 825 842 (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 operating leases are not included in Consolidated Interest Expense in part or in whole. Without limiting the foregoing, leases (whether existing or entered into after the date hereof) shall continue to value 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 Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as defined thereinprovided for above.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, its Subsidiaries on a consolidated basis unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account the results or (a) all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with Applicable Accounting Principles; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or without any Subsidiary at “fair value”, exception as defined thereinto the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, accordance with generally accepted accounting principles as in effect in the United States from time to time in the United States(“GAAP”); provided 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, the Borrower shall give prompt notice of such change to the Agent and the Lenders, (b) if the Borrower notifies Administrative the Agent that the Borrower requests an amendment to of any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP (or in the application thereof on thereof) from Initial GAAP (or if the operation Agent or the Required Lenders request an amendment of any provision hereof for such provisionpurpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP (or the application thereof), then such provision shall be interpreted applied on the basis of GAAP 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 and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinherewith. Notwithstanding anything to any changes in GAAP after the contrary contained hereinEffective Date, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account any lease of 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 that would be treated characterized as an operating lease or capital under GAAP in effect on the Effective Date, whether such lease shall be made without giving effect to any change in GAAP that becomes effective on is entered into before or after the date hereof that would require operating leases to be treated similarly to capital leasesEffective Date, including shall not constitute Indebtedness or a Capital Lease under this Agreement or any other Loan Document as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposalsuch changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825 133 and 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared 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 Section 1.03Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), except 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 such accounting changes had not 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. If 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 Parent shall, in connection with the delivery of any financial 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 deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 the standards and terms in this Agreement and any related definitionsthe other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon 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 average of the implementation Bank 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 Canada noon spot rate (or any other Financial Accounting Standard having a similar result or effectrate determined by the Agent if such spot rate is not available) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”for the applicable period, as defined thereinunless expressly stated otherwise.

Accounting Terms. All Except as expressly provided herein, all accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted by pursuant to this Agreement shall be prepared in conformity with, GAAP GAAP, applied on in a consistent basis, as in effect from manner. If at any time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP would affect the computation of any financial ratio set forth in any Credit Document or any financial definition of any other provision of any Credit Document, and the Borrowers or the application thereofRequired Lenders shall so request, then such provision shall the Administrative Agent, the Required Lenders (which request may be interpreted on communicated via email by the basis of GAAP as in effect Lender Advisor) 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 Borrower the Borrowers shall negotiate in good faith to determine amend such adjustments and amendments ratio or requirement to preserve the applicable terms and definitions as to make them consistent with the original intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders thereof in light of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless change in GAAP (subject to approval by the Required Lenders object and the Borrowers); provided that, until so amended, such ratio or requirement shall continue to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared computed in accordance with this Section 1.03GAAP before such change, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything and Borrowers shall provide to the contrary contained herein, references herein to “Borrower Administrative Agent and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account the results Lenders within five days after delivery of each certificate or financial position report required hereunder that is affected thereby a written statement of any Unrestricted Subsidiary and without taking into account any interest a Financial Officer of the Parent Borrower or any of its Restricted Subsidiaries setting forth in any Unrestricted Subsidiary. Without limiting reasonable detail 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 differences that would have resulted if such financial statements had been prepared 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 proposalsuch change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower 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 full stated principal amount thereof and (iii) without giving effect to any valuation of Indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 2015-03, it being agreed that such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing, all liabilities under or in respect of any lease (whether now outstanding or at any time entered into or incurred) that, under GAAP as in effect prior to the effectiveness of lease accounting changes that occurred prior to the Closing Date, would be accrued as rental and lease expense and would not constitute a Capital Lease obligation in accordance with GAAP as in effect prior to giving effect to lease accounting changes that occurred prior to the 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 therein.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and effective as amendments hereunderschedules 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 the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board's Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries that are Loan Parties on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board No. 159 (or Accounting Standards Codification 825 825) (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that 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 change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agrees that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such adoption or Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive 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 effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at concerning the scope of the audit, except in each case to the extent such opinion or report is subject to a “fair value”, going concern” or other qualification solely as defined thereina result of the impending stated final maturity date of the Obligations.

Accounting Terms. All accounting terms not Except as otherwise specifically or completely defined in this Agreement shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 shall be construed in accordance with GAAP, as in effect from time to time, provided that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower wishes to amend any covenant in Article VII to eliminate the effect of any change in GAAP that occurs after the Closing Date on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VII for such purpose), then the Credit Parties’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower, the Administrative Agent and the Required Lenders, the Borrower, the Administrative Agent and the Lenders agreeing to enter into negotiations to amend any such covenant immediately upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value any Indebtedness or other its financial liabilities of Borrower at the fair value thereof. Anything in this Agreement or any Subsidiary other Loan Document to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into in the future) that is not (or would not be) required to be classified and accounted for as a Capital Lease on the balance sheet of such Person under GAAP as in effect at “fair value”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, in each case, solely as defined thereina result of the adoption of any changes in, or changes in the application of, GAAP after such lease is entered into unless otherwise expressly elected by the Borrower in a written notice delivered to the Administrative Agent prior to the election thereof.

Accounting Terms. All (a) Except as otherwise expressly provided herein, all terms of an accounting terms not specifically or completely defined in this Agreement financial nature shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basisaccordance with GAAP, as in effect from time to time in the United Statestime; provided that that, if the Parent Borrower (on behalf of the Borrowers) notifies the Administrative Agent that Borrower requests the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provisionprovision (or if the Administrative Agent notifies the Parent Borrower (on behalf of the Borrowers) that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinherewith. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 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 reflected in the Audited Financial Statements for all purposes of this Agreement and any related definitionsAgreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to notwithstanding any change in GAAP that becomes effective on or after relating thereto, unless the date hereof that would require operating leases to be treated similarly to capital leasesparties hereto shall enter into a mutually acceptable amendment addressing such changes, including as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposalprovided for above. Notwithstanding the foregoing, for purposes of determining compliance with any other provision covenant (including the computation of any financial covenant) contained herein, all terms Indebtedness of an accounting or financial nature used herein the applicable Borrower and its Subsidiaries shall be construeddeemed to be carried at 100% of the outstanding principal amount thereof, and all computations the effects of amounts FASB ASC 825 and ratios referred to herein FASB ASC 470-20 on financial liabilities shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereindisregarded.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withhowever, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate it shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything understood to the contrary contained herein, references herein to “Borrower mean Parent and its Restricted Subsidiaries on a consolidated basis” shall be deemed , unless the context clearly requires otherwise. Notwithstanding anything herein 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 contrary (a) any change in GAAP that becomes effective on or after would result in a lease that is classified and accounted for as an operating lease as of the date hereof that would require operating leases to be Closing Date being treated similarly to capital leases, including as a result Capital Lease (or being given a substantially similar treatment) shall not be given effect in the definition of Indebtedness or any related definitions or in the implementation computation of proposed ASU Topic 840any financial ratio or requirement set forth in any Loan Document and (b) if the Borrower notifies Agent that it or Parent is required to report under International Financial Reporting Standards (“IFRS”), or any successor or similar proposal. Notwithstanding any other provision contained hereinhas elected to do so through an early-adoption policy, all terms of an “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, (i) the Borrower cannot elect to report under U.S. generally accepted accounting or principles and (ii) the Borrower shall reconcile the two financial nature used herein shall be construed, computation methods under IFRS and all computations of amounts and ratios referred GAAP in a manner reasonably acceptable to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinAgent).

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit

Accounting Terms. All (a) Under the Loan Documents (except as otherwise specified herein, including Section 10.2.13), all accounting terms not specifically or completely defined in this Agreement shall be construed in conformity withinterpreted, all accounting determinations shall be made, and all financial data required to be submitted by this Agreement statements shall be prepared prepared, in conformity with, accordance with GAAP applied on a basis consistent basiswith the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of except for any change occurring after required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the Effective Date change is disclosed to Agent, and Section 10.3 is amended in GAAP or in a manner satisfactory to Required Lenders to take into account the application thereof on effects of the operation of such provisionchange. If Borrowers adopt the International Financial Reporting Standards, then (a) regardless of whether such any such notice is given before or after and such change in GAAP accounting principles and/or adoption of such standards results in a change in the method or the application thereofresults of calculation of financial covenants and/or defined terms contained in this Agreement, then at the option of the Required Lenders or Borrowers, the parties will enter into good faith negotiations to amend such provision 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 interpreted on the basis same in commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and calculation 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 Borrower shall negotiate in good faith to determine such adjustments and amendments to financial covenants and/or the applicable defined 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 such adjustments and amendments, which related thereto hereunder shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared determined in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinmanner so agreed). Notwithstanding anything to the contrary contained hereinin this Section 1.2 or the definition of “Capital Lease”, references herein in the event of a change in GAAP requiring all leases to “Borrower and its Restricted Subsidiaries be capitalized, only those leases that would have constituted Capital Leases on a consolidated basis” the Closing Date (assuming for purposes hereof that such leases were in existence on the Closing Date) shall be deemed to refer to Borrower considered Capital Leases, and its Restricted Subsidiaries without taking into account the results or financial position of any Unrestricted Subsidiary all calculations and without taking into account any interest of Borrower deliverables under this Agreement or any of its Restricted Subsidiaries other Loan Document shall be made in any Unrestricted Subsidiary. Without limiting accordance therewith (provided that all financial statements delivered to Agent in accordance with the foregoing, for purposes of determining compliance with any provision terms of this Agreement and any related definitions, after the determination date of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any such change in GAAP that becomes effective on or after shall contain a schedule showing the date hereof that would require operating leases adjustments necessary to be treated similarly reconcile such financial statements with GAAP as in effect immediately prior 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinsuch change).

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically or completely defined in this Agreement used herein shall be construed in conformity withinterpreted, all accounting determinations hereunder shall be made, and all financial data statements required to be submitted by this Agreement delivered hereunder shall be prepared in conformity with, accordance with GAAP applied on a basis consistent basis, as in effect from time with the most recent audited consolidated financial statements of the Borrower delivered to time in the United StatesLenders; provided that that, if the Borrower notifies shall notify the Administrative Agent that Borrower requests 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 change occurring after the Effective Date in GAAP or in the application thereof on the operation of any such provisiondefinition or provision (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any such definition or provision for such purpose), then (a) regardless of whether the Borrower’s compliance with such any such notice is given before or after such change in GAAP or the application thereof, then such provision provisions shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such definition or provision is amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments a manner satisfactory to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless the Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03and, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding provided further that (and notwithstanding anything to the contrary contained herein), references 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 its Restricted Subsidiaries on a consolidated basis” Indebtedness and all provisions of §8, to the extent in each case that they relate to the accounting for leases, shall be deemed calculated and the Borrower’s compliance with such provisions shall be determined on the basis of GAAP in effect as of the date of this Credit Agreement, without giving effect 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 Subsidiarysubsequent change. Without limiting Notwithstanding the foregoing, for purposes of determining compliance with any provision covenant (including the computation 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 financial covenant) contained herein, all terms Indebtedness of an accounting or financial nature used herein the Borrower and its Subsidiaries shall be construeddeemed to be carried at 100% of the outstanding principal amount thereof, and all computations the effects of amounts and ratios referred to herein FASB ASC 825 on financial liabilities shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereindisregarded.

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 in Section 1.2 hereof or completely defined 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 conformity 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 Statesaccordance with GAAP; provided that that, notwithstanding the foregoing, if Borrower notifies Administrative Agent that Borrower requests an amendment to there occurs after March 31, 2021 any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP that affects in any respect the calculation of any covenant set forth in this Agreement or the application thereofdefinition of any term defined under GAAP used in such calculations, 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 either Required Lenders or such provision amended in accordance herewith Borrowing Agent so request, Lenders and (b) Administrative Borrowing Agent and Borrower shall negotiate in good faith to determine amend the provisions of this Agreement that relate to the calculation of such adjustments covenants with the intent of having the respective positions of Agent, Lenders and the Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred 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 appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable terms and definitions changes in GAAP. The term “without qualification” 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references used herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (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 its Restricted Subsidiaries without taking into account (ii) does not include any explanation, supplemental comment, or other comment concerning the results 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 position of any Unrestricted Subsidiary and without taking into account any interest of Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiarycovenant. 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 determining compliance with any provision of this Agreement and any related definitionsAgreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to notwithstanding any change in GAAP that becomes effective on or after relating thereto, unless the date hereof that would require operating leases to be treated similarly to capital leases, including as parties hereto shall enter into 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”mutually acceptable amendment addressing such changes, as defined thereinprovided for above.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Irish Holdings” is used in respect of a financial covenant or a related definition, it shall be understood to mean Irish Holdings and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the United States Financial Accounting Standards Board Accounting Standards Codification Topic (“FASB ASC”) 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 (c) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. (a) All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted by pursuant to this Agreement shall be prepared in conformity with, GAAP GAAP, applied on in a manner consistent basiswith that used in preparing the audited balance sheet of the Borrower and the related audited statements of operation and cash flows as of and for the fiscal year ended January 31, 2022, except as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and otherwise specifically prescribed herein. (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, LQA Recurring Revenue and the LQA Recurring Revenue Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. (c) Where reference is made to “the Borrower and its Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall be deemed not include any Subsidiaries of the Borrower other than Restricted Subsidiaries. (d) In the event that the Borrower elects to refer to prepare its financial statements in accordance with IFRS and such election results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower and its Restricted Subsidiaries without taking the Administrative Agent agree to enter 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 good faith negotiations in any Unrestricted Subsidiary. Without limiting the foregoing, for purposes of determining compliance with any provision order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the LQA Recurring Revenue Leverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating the Borrower’ financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and any related definitionsdelivered by the Borrower the Administrative Agent and the Required Lenders, the determination of whether a lease is all financial covenants, standards and terms in this Agreement shall continue to be treated calculated or construed in accordance with GAAP (as an operating lease or capital lease determined in good faith by a Responsible Officer of the Borrower) (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made without giving effect available to any Lenders) as if such 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinhad not occurred.

Accounting Terms. All accounting terms not Except as otherwise specifically or completely defined in this Agreement shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 shall be construed in accordance with GAAP, as in effect from time to time; provided, that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower wishes to amend any financial ratio or requirement to eliminate the effect of any change in GAAP that occurs after the Closing Date on the operation of such financial ratio or requirement (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any financial ratio or requirement for such purpose), then the Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower and the Lenders hereby agree to enter into good faith negotiations to amend any such financial ratio or requirement promptly upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, (A) all financial statements delivered hereunder shall be prepared, and all covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities at the fair value thereof and (B) all leases of the Parent Guarantor and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP as of May 31, 2018 shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any Indebtedness or 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 liabilities of Borrower or any Subsidiary at “fair value”, as defined thereindocuments 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 or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such agreementAccounting Change had occurred. Notwithstanding any changes in GAAP after the Original Closing Date, Administrative Agent 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 notify Lenders not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such adjustments changes in GAAP unless otherwise agreed to in writing by the Borrowers and amendmentsAgent. When used herein, which the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be conclusive understood to mean the Loan Parties and effective as amendments hereundertheir Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All Any accounting terms not specifically or completely defined term used in this Agreement shall be construed have, unless otherwise specifically provided herein, the meaning customarily given in conformity withaccordance with GAAP, and all financial data required to be submitted by this Agreement computations hereunder shall be prepared computed unless otherwise specifically provided herein, in conformity with, accordance with GAAP as consistently applied on a consistent basis, and using the same method for inventory valuation as in effect from time to time used in the United Statespreparation of the financial statements of Parent most recently received by Agent prior to the date hereof; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate provided, that, upon the effect adoption by Parent of IFRS as required by Parent’s independent certified public accountants or in the event of any change occurring in GAAP after the Effective Date 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 Required Lenders shall, by notice to Administrative Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the adoption by Parent of IFRS or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such applicable change in GAAP or became effective, until either the application thereof, then such provision shall be interpreted on notice from the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been applicable party is withdrawn or such provision covenant is amended in accordance herewith and (b) Administrative a manner satisfactory to Parent, Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinLenders. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards 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 Accounting Standards Codification 825 (or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that does not include any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness qualification, explanation, supplemental comment or other liabilities comment concerning the ability of Borrower the applicable person to continue as a going concern or 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 Subsidiary at “fair value”, as defined thereinmodification or interpretive changes thereto that may occur hereafter.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Borrowers notify Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Administrative Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive 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 effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning 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 in Section 1.2 or completely defined elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall be construed have the respective meanings given to them under GAAP; provided, however, if any changes in conformity withaccounting 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 all financial data required to be submitted are adopted by this Agreement shall be prepared any Parent Holdco and its Subsidiaries with the agreement of its independent certified public accountants and such changes result in conformity with, GAAP applied on a consistent basis, as in effect from time to time change in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect method of calculation of any change occurring after of the Effective Date in GAAP 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 provisionprovisions, then which amended provisions shall be acceptable to Agent, the Required Lenders 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 affected financial covenants hereunder shall be the same after such changes as if such changes had not been made, provided that (a) regardless of whether such any such notice is given before or after such no change in GAAP that would affect the method of calculation of any of the financial covenants, standards or the application thereof, then such provision terms shall be interpreted on the basis of GAAP as given effect in effect and applied immediately before such change shall have become effective calculations until such notice shall have been withdrawn or such provision amended provisions are amended, in accordance herewith a manner satisfactory to Agent, the Required Lenders and the Loan Parties to accomplish the foregoing and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 the provisions of this Agreement and Agreement, any related definitions, the determination election by a Parent Holdco or any of whether a lease is its Subsidiaries to be treated measure any liability or other item of indebtedness using fair value (as an operating lease permitted by SFAS 159 or capital lease any similar provision) 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, disregarded and all computations of amounts and ratios referred to herein such determination shall be made, without giving effect and financial statements required to any be delivered hereunder shall be prepared, as if such election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any 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 other Financial Accounting Standard capital stock issued by such Parent Holdco thereafter having a similar result or effect) to value any substantially the same terms, shall not constitute Indebtedness or other liabilities 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 Borrower or the Obligations (based on conditions in effect at the time of any Subsidiary at “fair value”such determination), as defined thereinsuch maturity may be modified from time to time. Notwithstanding anything in this Agreement or in any Other Document to the contrary, no operating lease shall constitute a Capitalized Lease Obligation or Indebtedness by virtue of a change in GAAP occurring after the Closing Date.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinschedules thereto. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial 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 Standard having a similar result or effectStandards Update to Leases (Topic 840) dated August 17, 2010 and the Proposed Accounting Standards Update (Revised) to value 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 Indebtedness such accounting change as operating leases notwithstanding the effectiveness of any such accounting change to GAAP, and (c) 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 liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 Revolving Loan Borrower, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower agreed to by the Required Lenders and Administrative Agent reaching such agreementthe Borrowers, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules 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 the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or concerning the scope of the audit (other than any Subsidiary at “fair value”, as defined thereinqualification pertaining to the impending maturity of the Obligations occurring within twelve (12) months after such audit) .

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically or completely defined in this Agreement used herein shall be construed in conformity withinterpreted, and all financial data statements and certificates and reports as to financial matters required to be submitted by this Agreement delivered to the Lender hereunder shall be prepared prepared, in conformity with, 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 statements delivered pursuant to Section 7.1; provided, as in effect from time to time in the United States; provided that however, if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless the Credit Parties shall object to determining such compliance on such basis at the time of whether delivery of such financial statements due to any such notice is given before or after such change in GAAP or the application thereofrules promulgated with respect thereto or (b) the Lender shall so object in writing within 60 days after delivery of such financial statements, then such provision calculations shall be interpreted made on a basis consistent with the basis of GAAP most recent financial statements delivered by the Credit Parties to the Lender as in effect and applied immediately before to which no such change shall have become effective until such notice objection shall have been withdrawn 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 such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine pro forma compliance with respect to any such adjustments and amendments to the applicable terms and definitions as to make them consistent with the intent hereofAsset Disposition, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” Asset Disposition shall be deemed to refer have occurred on the 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 Borrower and its Restricted Subsidiaries without taking into account the results Person 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 SubsidiaryProperty related to the applicable Asset Disposition shall be excluded (rather than included) from such calculation. Without limiting Notwithstanding the foregoing, for purposes following the disposition of determining compliance with any provision of this Agreement and any related definitionsthe Communications Division, the determination of 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 a lease is positive or negative) attributable to be treated as an operating lease such division or capital lease business shall be made without giving effect included in the calculation of the financial covenants set forth in Section 7.11 to the extent related to any change period applicable 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinsuch calculation.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withhowever, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change Accounting Change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith herewith. When used herein, the term “financial statements” shall include the notes and (b) Administrative Agent and Borrower shall negotiate schedules thereto. Whenever the term “Borrower” or “Borrowers” is used in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent with the intent hereofrespect of a financial covenant or a related definition, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which it shall be conclusive understood to mean Borrowers and effective as amendments hereundertheir Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower 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 Subsidiary at “fair value”, other Loan Document as defined thereina result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Required Lenders.

Accounting Terms. All Except as otherwise expressly provided in this Agreement, all accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03GAAP. When used herein, except for the exclusion of Unrestricted Subsidiaries from term “financial statements” shall include the calculations thereinnotes and schedules thereto. Notwithstanding anything to the contrary contained herein, references the term “unqualified opinion” as used herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and its Restricted Subsidiaries without taking into account (ii) does not include any explanation, supplemental comment, or other comment concerning the results or financial position ability 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 applicable Person 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 continue as a result going concern or concerning the scope of the implementation of proposed ASU Topic 840, or any successor or similar proposalaudit. 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 825 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary 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 accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withthat, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if Borrower Parent notifies Administrative Agent that Borrower it requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Parent that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Loan Parties agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a GAAP financial statement determination, financial covenant, financial calculation or financial ratio, or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions prior to such Accounting Change and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withthat, GAAP applied on if a consistent basis, as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent Lender that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Changes occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Lender requests an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then Lender and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of Lender and Borrowers after such change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or agreed upon and agreed to by Lxxxxx, the provisions in this Agreement shall be calculated as if no such provision amended 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 herewith 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) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to a reasonable estimate of the applicable terms and definitions as to make them consistent with effect on the intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders financial statements on account of such adjustments changes in application. When used herein, the term “financial statements” shall include the notes and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinschedules thereto. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (i) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof, and (ii) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (A) unqualified, and (B) does not include any Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. (a) All accounting terms used herein which are not specifically or completely expressly defined in this Agreement shall be construed have the meanings respectively given to them in conformity withaccordance with GAAP. Except as otherwise specifically provided herein, and (a) all financial data required computations made pursuant to be submitted by this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in conformity withaccordance with GAAP. If the Issuers notify the holders of Notes that, GAAP applied on a consistent basisin the Issuers’ reasonable opinion, or if the Required Holders notify the Issuers that, in the Required Holders’ reasonable opinion, as a result of changes in effect GAAP from time to time (“Subsequent Changes”), any of the covenants contained in Sections 10.4, 10.5, 10.6, 10.7 or 10.9, or any of the United States; provided defined terms used therein no longer apply as intended such that if Borrower notifies Administrative Agent that Borrower requests an amendment such covenants are materially more or less restrictive to any provision hereof the Issuers than are such covenants immediately prior to eliminate giving effect to such Subsequent Changes, the effect Issuers and the holders of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower Notes shall negotiate in good faith to determine reset or amend such adjustments covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants or defined terms. Until the Issuers and amendments 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 terms and definitions as covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to make them consistent with the intent hereof, and promptly upon Borrower and Administrative Agent reaching Section 7.2(a) during such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of noticeperiod. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything Subject to the contrary contained hereinimmediately preceding sentence, references herein at the sole election of the Company and upon written notice to “Borrower 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 its Restricted their Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account the results or financial position may adopt IFRS in lieu 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, GAAP for purposes of determining compliance with any provision of making all future computations and preparing all future financial statements pursuant to 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinFinancing Document.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically or completely otherwise defined in this Agreement herein shall be construed have the meanings assigned to them in conformity with, with GAAP. Financial statements and all financial data other information required to be submitted delivered by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time Borrower to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment Lenders pursuant to Sections 5.1(a) and 5.1(b) or any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then other Section (aunless specifically indicated otherwise) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with GAAP as in effect at the time of such preparation; provided that no Accounting Change shall affect financial covenants, standards or terms in this Section 1.03, except Agreement; provided further that Borrower shall prepare footnotes to the Financial Statements required to be delivered hereunder that 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 exclusion definition of Unrestricted Subsidiaries the term Accounting Changes resulting from expenditures made subsequent to the calculations thereinClosing 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 anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 in the event that any Accounting Change shall occur and such change results in a change in the method of determining compliance with any provision calculation of the financial covenants, standards or terms in this Agreement, then Borrower and Administrative Agent agree to negotiate in good faith in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and any related definitionsdelivered by Borrower, Administrative Agent and the determination of whether a lease is Requisite Lenders, all financial covenants, standards and terms in this Agreement shall continue to be treated calculated or construed 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial if such Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinChanges had not occurred.

Accounting Terms. All Except as otherwise expressly provided herein, (i) all terms of an accounting terms not specifically or completely defined financial nature shall be construed in accordance with GAAP, (ii) all computations made pursuant to this Agreement shall be construed made in conformity withaccordance with GAAP, and (iii) all financial data required to be submitted by this Agreement statements shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from accordance with GAAP. If at any time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such 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 application thereofRequired Holders shall so request, then such provision shall be interpreted on the basis holders of GAAP as in effect the Notes 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 Borrower the Company shall negotiate in good faith to determine amend such adjustments and amendments ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the applicable terms and definitions as approval of the Required Holders, not to make them consistent with the intent hereofbe unreasonably withheld or delayed); provided, and promptly upon Borrower and Administrative Agent reaching that until so amended, (i) such agreement, Administrative Agent ratio or requirement shall notify Lenders of such adjustments and amendments, which shall continue to be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the holders of the Notes financial statements and other documents required under this Section 1.03, except for the exclusion Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Unrestricted Subsidiaries from the calculations thereinsuch ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything to the contrary contained herein, references herein unless the Company gives notice to “Borrower 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 its Restricted Subsidiaries on a consolidated basis” Indebtedness and all provisions of Section 10 (to the extent such definitions and provisions relate to the accounting for operating leases) shall be deemed to refer to Borrower calculated, 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 Company’s compliance with any provision such provisions (to such extent) shall be determined, on the basis of GAAP in effect as of the date 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 computations of amounts and ratios referred to herein shall be madeAgreement, 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 Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825 (Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any other Financial Accounting Standard having a similar result or effectaccounting standard) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, shall be disregarded and such determination shall be made as defined thereinif such election had not been made.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Supermajority Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Supermajority Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Restricted Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities 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 Borrower or its Restricted 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 Subsidiary at “fair value”, other Loan Document as defined thereina result of such changes in GAAP unless otherwise agreed to in writing by the Borrower and Supermajority Lenders.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term "Borrowers" is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board's Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower Borrowers notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or 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 provision 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 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 interpreted on the basis 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 applied immediately before 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 change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith obligation to determine such adjustments and amendments be recharacterized as a capital lease obligation, to the applicable terms extent that financial reporting shall not be affected hereby. When used herein, the term “financial statements” shall include the notes and definitions as to make them consistent with schedules thereto. Whenever the intent hereofterm “Borrowers” is used in respect of a financial covenant or a related definition, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which it shall be conclusive understood to mean Borrowers and effective as amendments hereundertheir Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value any its financial liabilities or Indebtedness or other liabilities of Borrower or any Subsidiary at “the fair value”, as defined thereinvalue thereof.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the terms “Parent” and “Borrowers” are used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Administrative Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically or completely defined in this Agreement used herein shall be construed in conformity withinterpreted, all accounting determinations hereunder shall be made, and all financial data statements required to be submitted by this Agreement delivered hereunder shall be prepared in conformity accordance with, GAAP applied on a basis consistent basis, as in effect from time with the most recent audited consolidated financial statements of the Borrower delivered to time in the United StatesLenders prior to the closing of this Agreement; provided that if the Borrower notifies the Administrative Agent that Borrower requests an amendment it wishes to amend any provision hereof financial covenant in Section 6.6 to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provisioncovenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 6.6 for such purpose), then (a) regardless of whether the Borrower’s compliance with such any such notice is given before or after such change in GAAP or the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments a manner satisfactory to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless the Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinLenders. Notwithstanding anything herein to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 foregoingcontrary, for purposes of determining compliance with any provision covenant (including the computation 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 financial covenant) contained herein, all terms (a) Indebtedness of an accounting or financial nature used herein the Borrower and its Subsidiaries shall be construeddeemed to be carried at 100% of the outstanding principal amount thereof, and all computations the effects of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification FASB ASC 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on financial liabilities shall be disregarded, and (b) any lease that was or would have been classified as an Operating Lease pursuant to value GAAP as of April 3, 2012 will be classified as an Operating Lease, regardless of any Indebtedness or other liabilities change in GAAP after April 3, 2012 that would reclassify such lease as a Capitalized Lease, and the effects of Borrower FASB ASC 840 (or any Subsidiary at “fair value”, as defined thereinother Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on any such Operating Leases shall be disregarded.

Accounting Terms. All accounting terms used herein which are not specifically or completely expressly defined in this Agreement shall be construed have the meanings respectively given to them in conformity withaccordance with GAAP. Except as otherwise specifically provided herein, and (i) all financial data required computations made pursuant to be submitted by this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from accordance with GAAP. If at any time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP would affect the computation of any financial ratio or requirement set forth in any Financing Document, and either the Parent or the application thereofRequired Holders shall so request, then such provision shall be interpreted on the basis Company and the Required Holders 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 Borrower the Notes shall negotiate in good faith to determine amend such adjustments and amendments ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the applicable terms and definitions as approval of the Required Holders); provided that, until so amended, (A) such ratio or requirement shall continue to make them consistent with the intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared computed in accordance with this Section 1.03, except for GAAP prior to such change therein and (B) the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything Company shall provide to the contrary contained herein, references herein 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 “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 such change in any Unrestricted SubsidiaryGAAP. 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 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 computations of amounts and ratios referred to herein shall be made(including, without giving effect to limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election under by the Company or the Parent to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825 (Topic No. 000-00-00 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any other Financial Accounting Standard having a similar result or effectaccounting standard) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, shall be disregarded and such determination shall be made as defined thereinif such election had not been made.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and effective as amendments hereunderschedules 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 Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, accordance with generally accepted accounting principles as in effect in the United States from time to time in the United States(“GAAP”); provided 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, the Borrower shall give prompt notice of such change to the Agent and the Lenders, (b) if Holdings or the Borrower notifies Administrative the Agent that Holdings or the Borrower requests an amendment to of any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP (or in the application thereof on thereof) from Initial GAAP (or if the operation Agent or the Required Lenders request an amendment of any provision hereof for such provisionpurpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP (or the application thereof), then the Agent and the Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided, however, that such provision shall be interpreted applied on the basis of GAAP 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 and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinherewith. Notwithstanding anything to any changes in GAAP after the contrary contained hereinClosing Date, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account the results or financial position any lease of any Unrestricted Subsidiary and without taking into account any interest of Borrower Holdings 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 Subsidiary that would be treated characterized as an operating lease or capital under GAAP in effect on the Closing Date, whether such lease shall be made without giving effect to any change in GAAP that becomes effective on is entered into before or after the date hereof that would require operating leases to be treated similarly to capital leasesClosing Date, including shall not constitute Indebtedness or a Capital Lease under this Agreement or any other Loan Document as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposalsuch changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825 133 and 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower Holdings or any Subsidiary at “fair value”, as defined therein.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withhowever, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision Accounting Change with the intent of having the respective positions of the Lenders and 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 interpreted on calculated as if no such Accounting Change had occurred. Notwithstanding the basis foregoing, if at any time Borrower determines to use IFRS in lieu of GAAP as for financial reporting purposes, Borrower may elect by written notice to Agent to so use IFRS in effect 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 applied immediately before after the date specified in such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith notice, IFRS, and (b) Administrative 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 determine amend the provisions of this Agreement that are directly affected by such adjustments and amendments to the applicable terms and definitions as to make them consistent election with the intent hereof, of having the respective positions of the Lenders and promptly upon Borrower and Administrative Agent reaching after such agreement, Administrative Agent shall notify Lenders election conform as nearly as possible to their respective positions as of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days the date of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinAgreement. Notwithstanding anything in this Agreement to the contrary contained 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, references herein the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to “mean Borrower and each of its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account , unless 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereincontext clearly requires otherwise.

Accounting Terms. All accounting terms used herein which are not specifically or completely expressly defined in this Credit Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Credit Agreement shall be construed made in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, accordance with GAAP applied on a consistent basis, (except as in effect from time to time provided otherwise in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect definition of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provisionCapital Leases), then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate all financial statements shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinGAAP. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 covenant (including the computation of this Agreement any financial covenant) contained herein, Debt of the Borrower and any related definitions, the determination of whether a lease is its Subsidiaries shall be deemed to be treated carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Without limiting the foregoing, any operating lease properly classified as an operating lease or capital lease as of December 31, 2015 shall be made without giving effect to classified and accounted for as an operating lease during the term of this Credit Agreement for all purposes of this Credit Agreement, notwithstanding any change changes in GAAP that becomes effective on relating thereto. Notwithstanding the foregoing, if Borrower notifies the Administrative Agent that, in Borrower’s reasonable opinion, or after if the date hereof that would require operating leases to be treated similarly to capital leasesAdministrative Agent notifies Borrower that, including in the Administrative Agent’s reasonable opinion (or at the reasonable request of the Required Lenders), as a result of a change in GAAP after the implementation of proposed ASU Topic 840date hereof, any covenant contained in Sections 9.14, 10.5(e), 10.3 and 10.4 or 10.8, or any successor of the defined terms used therein no longer apply as intended such that such covenants are materially more or similar proposalless restrictive to Borrower than as at the date of this Credit Agreement, Borrower shall negotiate in good faith with the Administrative Agent and the Lenders to make any necessary adjustments to such covenant or defined term to provide the Lenders with substantially the same protection as such covenant provided prior to the relevant change in GAAP. Notwithstanding any other provision Until Borrower and the Administrative Agent (with the approval of the Required Lenders) so agree to reset, amend or establish alternative covenants or defined terms, (a) the covenants contained hereinin Sections 9.14, all terms of an accounting 10.5(e), 10.3 and 10.4 or financial nature used herein 10.8, together with the relevant defined terms, shall continue to apply and compliance therewith shall be construed, determined on the basis of GAAP in effect at the date of this Credit Agreement and all computations (b) each set of amounts financial statements delivered to the Administrative Agent pursuant to Section 9.2 after such time shall include detailed reconciliations reasonably satisfactory to the Required Lenders and ratios referred the Administrative Agent as to herein shall be made, without giving the effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinsuch change in GAAP.

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein), all accounting terms not specifically or completely defined in this Agreement shall be construed in conformity withinterpreted, all accounting determinations shall be made, and all financial data required to be submitted by this Agreement statements shall be prepared prepared, in conformity with, GAAP applied on accordance with GAAP. In the event that the Administrative Borrower shall notify the Agent that the Loan Parties have adopted IFRS or any “Accounting Changes” (as defined below) shall occur and such change results in a consistent basis, as in effect from time to time change in the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect method of any change occurring after the Effective Date calculation of financial covenants, standards or terms in GAAP or in the application thereof on the operation of such provisionthis Agreement, then (a) regardless of whether such any such notice is given before or after such change adoption or such Accounting Change or in GAAP or the application thereof, then at the request of the Administrative Borrower, the Agent or the Required Lenders, the Loan Parties, the Agent and the Lenders shall enter into good faith negotiations in order to amend such provision provisions of this Agreement so as to reflect equitably such adoption or such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Loan Parties and the respective position of the Loan Parties and the Lenders shall be interpreted on conform as nearly as possible to their respective positions as of the basis of GAAP Closing Date. Until such time as in effect and applied immediately before such change shall have become effective until such notice an amendment shall have been withdrawn executed and delivered by the Loan Parties, the Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such adoption or such provision amended in accordance herewith Accounting Changes had not occurred, and (b) Administrative 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. “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 shall negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent with the intent hereofto, and promptly upon Borrower and Administrative Agent reaching such agreementapproved by, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinAgent. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 covenant contained herein, all terms Indebtedness of an accounting or financial nature used herein Arrow Bidco and its Subsidiaries shall be construeddeemed to be carried at 100% of the outstanding principal amount thereof, and all computations the effects of amounts and ratios referred to herein any accounting principles on financial liabilities shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereindisregarded.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon 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 Administrative Agent reaching such agreementAgent. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, Administrative Agent shall notify Lenders of such adjustments and amendments, which it shall be conclusive understood to mean the Loan Parties and effective as amendments hereundertheir Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity 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 Statesaccordance with GAAP; provided that that, if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereofAccounting Change, 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 Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions prior to such Accounting Change and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive construed as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective 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 taken as amendments hereundera whole with all of their Subsidiaries on a consolidated combined basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein (including the computations and ratios referred to in Section 7) shall be madecalculated, (i) without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof and (ii) without giving effect to any Indebtedness 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, shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern (other than as resulting from the impending scheduled maturity of any Indebtedness) or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereof, of having the respective positions of the Lenders and promptly upon Borrower and Administrative Agent reaching Borrowers after such agreement, Administrative Agent shall notify Lenders 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 adjustments provision and, until any such amendments have been agreed upon and amendmentsagreed to by the Required Lenders, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 "Borrower" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all terms of an accounting terms not specifically or completely defined in this Agreement financial nature shall be construed in conformity with, and all financial data required to be submitted by this accordance with Agreement shall be prepared in conformity with, GAAP applied on a consistent basisAccounting Principles, as in effect from time to time in time, provided that, if the United States; provided that if Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP Agreement Accounting Principles or in the application thereof on the operation of such provisionprovision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP Agreement Accounting Principles or in the application thereof, then such provision shall be interpreted on the basis of GAAP Agreement 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 amended in accordance herewith herewith. Whenever under this Agreement any financial information, data and (b) Administrative Agent the like is calculated on a consolidated basis for the Borrower and Borrower its Subsidiaries, such financial information, data and the like of such Subsidiary shall negotiate in good faith to determine such adjustments and amendments be included only to the applicable terms and definitions as to make them consistent with extent of the intent hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders Borrower’s percentage of ownership of such adjustments Subsidiary. Any reference in this Agreement to the terms “extraordinary losses” and amendments“extraordinary gains” shall mean such losses and gains, which shall be conclusive and effective respectively, categorized by the Company’s external auditors as amendments hereunder, unless Required Lenders object to such adjustments within 30 days extraordinary in the financial statements of receipt of notice. Each Compliance Certificate shall be the Company prepared in accordance with this Section 1.03, except for Agreement Accounting Principles in effect at the exclusion date of Unrestricted Subsidiaries from the calculations thereinsuch financial statements. Notwithstanding anything contained or implied herein to the contrary contained hereincontrary, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” no change in Agreement Accounting Principles shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account require the results or financial position restatement of any Unrestricted Subsidiary financial statements dated prior to such change and without taking into account provided to 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 definitionsLender, the determination of whether a lease is to be treated as an operating lease Administrative Agent, the Swingline Lender or capital lease the LC Issuer. Further, no retroactive change 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 any change in Agreement Accounting Principles which occurs after the implementation date of proposed ASU Topic 840, or any successor or similar proposal. Notwithstanding such financial statements) in any other provision of the calculations made hereunder based upon the information contained herein, all terms of an accounting or in said financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madestatements including, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities limitation, the calculation of Borrower or any Subsidiary at “fair value”, as defined thereinthe Applicable Margin.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and BorrowerParent and its Restricted Subsidiaries after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreementimmediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower agreed to by the Required Lenders and Administrative Agent reaching such agreementBorrower, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “BorrowerParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean BorrowerParent and its Restricted Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board No. 159Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities 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 or any Subsidiary at “fair value”and its Subsidiaries fiscal year ended December 31, as defined therein2011as in effect on the Amendment Effective Date.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof, (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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or concerning the scope of the audit, and (c) if at any Subsidiary at “fair value”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, as defined thereinthen for purposes hereof such Person’s operating leases shall not be deemed to be Capital Leases for purposes of this Agreement.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon 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 Parent Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, 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 covenant contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All Subject to the third sentence of this Section 1.2, all accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinschedules thereto. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity 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 effect from time Sections 6.13 and 6.14 would then be calculated in a different manner or with different components, Borrower and the Lenders agree to time amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower’s financial condition to substantially the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment same criteria as were effective prior to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision and Borrower shall be interpreted on deemed to be in compliance with the basis of covenants contained in the aforesaid Sections if and to the extent that Borrower would have been in compliance therewith under GAAP as in effect and applied immediately before prior to such change change, but shall have become effective until such notice shall have been withdrawn or such provision amended the obligation to deliver each of the materials described in accordance herewith and (b) Administrative Article 7 to the Agent and Borrower shall negotiate the Lenders, on the dates therein specified, with financial data presented in good faith to determine such adjustments and amendments to the applicable terms and definitions a manner which conforms with GAAP 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object in effect immediately prior to such adjustments within 30 days of receipt of noticechange. Each Compliance Certificate shall be prepared in accordance with this Section 1.03However, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 notwithstanding any change in GAAP that becomes effective on or after the date hereof Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be treated similarly classified and accounted for as Capital Leases or otherwise reflected on Borrower’s consolidated balance sheet, such obligations shall continue to capital leasesbe excluded from the definitions of Indebtedness, including as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposalCapital Leases and Capital Lease Obligations. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Restricted Subsidiary at “fair value”, as defined therein.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared 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 Section 1.03Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), except 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 such accounting changes had not 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. If 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 Parent shall, in connection with the delivery of any financial 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 deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 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 other rate determined by the Agent if such spot rate is not available) for the applicable period, 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 and any related definitions, (whether or not such operating lease obligations were in effect on such date) notwithstanding the determination of whether fact that such obligations are required in accordance with FASB ASC 842 (on a lease is prospective or retroactive basis or otherwise) to be treated as an operating capitalized lease or capital lease shall be made without giving effect to any change obligations 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinstatements.

Accounting Terms. All GAAP. Except as otherwise expressly provided herein, all terms of an accounting terms not specifically or completely defined in this Agreement financial nature shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basisaccordance with GAAP, as in effect from time to time in the United Statestime; provided that that, if Borrower the Company notifies the U.S. Administrative Agent that Borrower the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provisionprovision (or if the U.S. Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of noticeherewith. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 For purposes of the definitions of “Capital Lease” and “Capital Lease Obligations” and determining compliance with any provision of this Agreement and any related definitionsAgreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP 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 resulting from the implementation of proposed ASU Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, 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 computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with Appliable Accounting Standards. When used herein, the term “financial statements” shall include the notes and all schedules thereto. Whenever the term “Borrower” is used in respect of a financial data required to be submitted by this Agreement covenant or a related definition, it shall be prepared in conformity with, GAAP applied understood to mean the Borrower and its Subsidiaries on a consistent consolidated basis, as in effect from time to time in unless the United States; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 000-00-00 (or any similar accounting principle 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 thereof 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 other liabilities 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 means an opinion or report that does not include any qualification or supplemental comment concerning the ability of Borrower 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 Subsidiary at “fair value”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, as defined therein.thereafter, all references in the Loan Documents to IFRS shall be deemed references to GAAP. 1.3

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or concerning the scope of the audit. Furthermore, notwithstanding any Subsidiary at “fair value”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 defined thereinan 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 accounting terms not Except as otherwise specifically or completely defined in this Agreement shall be construed in conformity 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 shall be construed in accordance with GAAP, as in effect from time to time; provided that if the U.S. Borrower notifies the Administrative Agent and the Lenders that the U.S. Borrower wishes to amend any financial ratio or requirement to eliminate the effect of any change in GAAP that occurs after the Closing Date on the operation of such financial ratio or requirement (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders (or the Required Revolving Lenders with respect to any financial ratio contemplated under Section 7.07) wish to amend any financial ratio or requirement for such purpose), then the U.S. Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the U.S. Borrower, the Administrative Agent and 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 negotiations to amend any such financial ratio or requirement promptly upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, (A) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities at the fair value thereof and (B) all leases of the U.S. Borrower and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP on the Closing Date shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any Indebtedness or 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 liabilities of Borrower or any Subsidiary at “fair value”, as defined thereindocuments 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 or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinschedules thereto. 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 to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower "Ultimate Parent and its Restricted Subsidiaries without taking into account the results or Subsidiaries" after a Qualifying IPO, (b) all 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 statements delivered hereunder 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 leasesprepared, including as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposal. Notwithstanding any other provision and all financial covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board's Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof, and (c) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower 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 Subsidiary at “fair value”, other Loan Document as defined thereina result of such changes in GAAP unless otherwise agreed to in writing by the Administrative Borrower and Agent.

Accounting Terms. All Any accounting terms not specifically or completely defined term used in this Agreement shall be construed have, unless otherwise specifically provided herein, the meaning customarily given in conformity withaccordance with GAAP, and all financial data required to be submitted by this Agreement computations hereunder shall be prepared computed unless otherwise specifically provided herein, in conformity with, accordance with GAAP as consistently applied on a consistent basis, and using the same method for inventory valuation as in effect from time to time used in the United Statespreparation of the financial statements of Parent most recently received by Agent prior to the date hereof; provided that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate provided, that, upon the effect adoption by Parent of IFRS as required by Parent’s independent certified public accountants or in the event of any change occurring in GAAP after the Effective Date 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 Required Lenders shall, by notice to Administrative Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the adoption by Parent of IFRS or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such applicable change in GAAP or became effective, until either the application thereof, then such provision shall be interpreted on notice from the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been applicable party is withdrawn or such provision covenant is amended in accordance herewith and (b) Administrative a manner satisfactory to Parent, Agent and Borrower shall negotiate in good faith to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereinLenders. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof. 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 Indebtedness modification or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereininterpretive changes thereto that may occur hereafter.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower 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 Subsidiary at “fair value”other Loan Document shall be made or delivered, as defined thereinapplicable, in accordance therewith.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules 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 Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined therein.concerning the scope of the audit

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lenders and 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 promptly upon 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 "Borrower" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunderits Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account the results or (a) all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 (other than qualifications pertaining solely to changes in GAAP to the extent any Indebtedness 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 liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at “fair value”, as defined thereinconcerning the scope of the audit.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted by pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time time, applied in a manner consistent with that used in preparing the United StatesAudited Financial Statements; provided that provided, if Borrower the Company notifies Administrative Agent that Borrower the Company requests an amendment to any provision provisions hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notified the Company that the Required Lenders request an amendment to any provisions hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision provisions amended in accordance herewith herewith. In the event that the Company notifies Agent of its adoption of International Financial Reporting Standards in replacement of GAAP, the Company and Agent agree to enter into negotiations in order to amend the calculation of financial covenants so as to reflect equitably such change in accounting practices with the desired result that the criteria for evaluating American Vanguard’s (band its Subsidiaries’) Administrative financial condition shall be the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Company, Agent and Borrower the Required Lenders, all financial covenants, standards and terms in this Agreement shall negotiate in good faith continue to determine be calculated or construed as if such adjustments and amendments to the applicable terms and definitions as to make them consistent with the intent hereofchange had not occurred, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 other provision of this Agreement and any related definitionsor the other Loan Documents to the contrary, the determination of whether a lease is constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be treated capitalized on the balance sheet of the lessee thereunder and/or recognized as an operating lease or capital lease interest expense, shall be made without giving determined by reference to GAAP as in effect 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinThird Amendment Effective Date.

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 in Section 1.2 or completely defined elsewhere in this Agreement shall be construed and accounting terms partly defined in conformity with, and all financial data required Section 1.2 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 that if Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change extent not defined shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith the respective meanings given to determine such adjustments and amendments to the 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 such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” shall be deemed 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 proposalunder GAAP. Notwithstanding any other provision contained herein, all terms any lease that was treated as an operating lease for purposes of GAAP as of December 31, 2018 shall not be treated as Indebtedness or as a Capitalized Lease Obligation and shall continue to be treated as an accounting or financial nature used herein operating lease (and any future lease, if it were in effect on December 31, 2018, that would be treated as an operating lease for purposes of GAAP as of December 31, 2018 shall be construedtreated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in or application of GAAP after such date. If there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and all computations Borrowers shall negotiate in good faith to amend the provisions of amounts this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Xxxxxxx and ratios referred Borrowers after such change in GAAP conform as nearly as possible to herein their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be madecalculated as if no such change in GAAP had occurred and Borrowers shall provide additional financial statements or supplements thereto, without attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereinthe applicable changes in GAAP.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withhowever, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if any Borrower notifies Administrative Agent Lender that 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 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 Effective Date in GAAP Closing Date, or in the application thereof on the operation of (or if Lender notifies any Borrower that Lender requests an amendment to any provision hereof for such provisionpurpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lender 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 Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof having the respective positions of the Lender and each Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, and promptly upon Borrower and Administrative Agent reaching until any such agreementamendments have been agreed upon, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive and effective calculated as amendments hereunderif no such Accounting Change had occurred; provided, unless Required Lenders object to such adjustments within 30 days further, that if any Accounting Change resulting from the effectiveness of receipt of notice. Each Compliance Certificate ASC 842 that requires that all leases be capitalized on the balance sheet, (i) all financial statements delivered hereunder shall be prepared in accordance with this Section 1.03GAAP, except for the exclusion of Unrestricted Subsidiaries from giving effect to such Accounting Change, (ii) the calculations therein. Notwithstanding anything performed to determine compliance with the covenants set forth in Article 8 (and all related definitions) and all other relevant covenants, baskets and other provisions relating to Indebtedness or interest expense shall be calculated without giving effect to such Accounting Change, and (iii) the Administrative Borrower shall provide reconciliations, in form and substance reasonably satisfactory to the contrary contained Lender, reflecting such calculations that disregard such Accounting Change, together with each Compliance Certificate. Whenever used herein, references herein the term “financial statements” shall include the footnotes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to “Borrower mean Borrowers and its Restricted their respective Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries without taking into account , unless 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 computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined thereincontext clearly requires otherwise.

Accounting Terms. All accounting terms not specifically or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, and all financial data required to be submitted by this Agreement shall be prepared in conformity withhowever, GAAP applied on a consistent basis, as in effect from time to time in the United States; provided that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change Accounting Change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith herewith. When used herein, the term “financial statements” shall include the notes and (b) Administrative Agent and Borrower shall negotiate schedules thereto. Whenever the term “Borrower” or “Borrowers” is used in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent with the intent hereofrespect of a financial covenant or a related definition, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders of such adjustments and amendments, which it shall be conclusive understood to mean Borrowers and effective as amendments hereundertheir Subsidiaries on a consolidated basis, unless Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all \66176107.6 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower 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 Subsidiary at “fair value”, other Loan Document as defined thereina 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 or completely defined in this Agreement herein shall be construed in conformity withaccordance with GAAP; provided, 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 that if Administrative Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules 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 Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 825 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) 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 Indebtedness explanation, supplemental comment, or other liabilities comment concerning the ability of Borrower the applicable Person to continue as a going concern or any Subsidiary at concerning the scope of the audit; provided, that it shall not be a violation of this clause (b) if the opinion or report accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans is subject to a “fair value”, going concern” qualification that is solely as defined thereina result of an impending stated final maturity date under this Agreement.

Accounting Terms. All accounting terms not specifically or completely defined herein, and all accounting determinations required to be made hereunder, in this Agreement each case shall be construed or made in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, accordance with GAAP applied on a consistent basis, (as in effect from time to time in on the United Statesdate on which such term is construed, such determination is made or any financial statement including such term or determination is prepared); provided provided, that if Borrower notifies Administrative Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any change Accounting Change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), then (a) regardless of whether such any such notice is given before or after such change Accounting Change or in GAAP or the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall Borrowers agree that they will negotiate in good faith to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent provisions of this Agreement that are directly affected by such Accounting Change with the intent hereofof 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 promptly upon Borrower and Administrative Agent reaching such agreementagreed to by the Required Lenders, Administrative Agent shall notify Lenders of such adjustments and amendments, which the provisions in this Agreement shall be conclusive calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and effective as amendments hereunderschedules 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 Required Lenders object to such adjustments within 30 days of receipt of notice. Each Compliance Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from the calculations thereincontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and its Restricted Subsidiaries on a consolidated basis” (a) all financial statements delivered hereunder shall be deemed to refer to Borrower prepared, and its Restricted Subsidiaries without taking into account the results or all 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 covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Accounting Standards Board Accounting Standards Codification 825 No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (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 not qualified as to scope or contain any going concern or other Financial Accounting Standard having qualification (other than any qualification (i) relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by such accountants or (ii) as a similar result or effectof the impending Maturity Date) and (c) to value the extent that any Indebtedness change in GAAP after the Closing Date results in any lease which is, or other liabilities would be, classified as an operating lease under GAAP as it exists on the Closing Date being classified as a capital lease under revised GAAP, such change in classification of Borrower or any Subsidiary at “fair value”, as defined thereinleases from operating leases to capital leases shall be ignored for purposes of this Agreement.