Common use of Change in Accounting Principles Clause in Contracts

Change in Accounting Principles. If, after the Closing Date, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, by written notice to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Change, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries shall be the same as if such GAAP Change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Required Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Global Medical REIT and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the Closing Date. Notwithstanding the foregoing, (ii) obligations relating to any leases that were accounted for by any Person as operating leases as of the Borrower covenants Closing Date, and agrees with any similar lease entered into after the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805Closing Date by such Person, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred as obligations relating to in Section 6.5 hereof for all purposes of this Agreement operating leases and the other Loan Documents, notwithstanding any GAAP Change not as obligations relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3to Capital Leases.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. For the avoidance of doubt, (iii) notwithstanding any change in GAAP after the Borrower covenants and agrees with Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on a basis consistent with the Borrower’s consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness and the definition of Capital Lease and (ii) any lease that reflected was entered into after the date of this Agreement that would have been considered an operating lease under GAAP in effect as of the financial statements referred to in Section 6.5 hereof Closing Date shall be treated as an operating lease for all purposes of under this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless and obligations in respect thereof shall be excluded from the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided definition of Indebtedness for in this Section 5.3Borrowed Money and the definition of Capital Lease.

Change in Accounting Principles. (a) If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof 5.5 and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.32.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. (b) Notwithstanding anything to the contrary contained in Section 1.3(a) or in the definition of “Capitalized Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. Without limiting 2016-02, Leases (Topic 842) (“FAS 842”), to the generality of extent such adoption would require treating any lease (or similar arrangement conveying the foregoing, right to use) as a capital lease where such lease (ior similar arrangement) the Borrower shall neither be deemed would not have been required to be so treated under GAAP as in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if effect on December 31, 2015, such state of compliance or noncompliancelease shall not be considered a capital lease, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets all calculations and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changesdelivered, as provided for applicable, in this Section 5.3accordance therewith.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerBorrower Representative, respectively, require that the Lenders and the Borrower Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrowers and its their respective Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Representative or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, (ii) the Borrower covenants all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made, without giving effect to any time adopt election under Statement of Financial Accounting Standards 159 (Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to of Accounting Standards Codification 805, all determinations 825-10) to value any Indebtedness or other liabilities of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 any Loan Party or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changesSubsidiary at “fair value”, as provided for in this Section 5.3defined therein.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Borrowers or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerBorrowers, respectively, require that the Lenders and the Borrower Borrowers negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries Consolidated Group or such covenant, standard or term shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting Notwithstanding anything to the generality contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the foregoingterms of this Agreement or any other Loan Document, (i) the Borrower shall neither GAAP will be deemed to be treat leases that would have been classified as operating leases in compliance accordance with any financial covenant hereunder nor out generally accepted accounting principles in the United States of compliance with any financial covenant hereunder if such state of compliance or noncomplianceAmerica as in effect on December 31, as the case may be, would not exist but for the occurrence of 2011 in a GAAP Change, (ii) the Borrower covenants and agrees manner consistent with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations treatment of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) such leases shall continue to be classified and accounted for on a basis consistent with that reflected under generally accepted accounting principles in the financial statements referred to United States of America as in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documentseffect on December 31, 2011, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3modifications or interpretive changes thereto that may occur thereafter.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any significant change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Borrowers or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerBorrowers, respectively, require that the Lenders and the Borrower Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being to preserve the original intent in light of the change such that the criteria for evaluating the financial condition of the Parent Borrowers and its their respective Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Borrowers shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder hereunder, such that no Event of Default could be declared by the Administrative Agent or the Required Lenders based on such noncompliance, if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with date hereof. Notwithstanding anything to the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired contrary in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement or any of the other Loan Documents, any lease that would be treated as an operating lease under GAAP as in effect on the Closing Date shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof treated as an operating lease for all purposes of this Agreement and the other Loan Documents, Documents notwithstanding any change in GAAP Change relating thereto, unless after the parties hereto shall enter into Closing Date providing that such lease should be treated as a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Capital Lease.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof 6.05 and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. All obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as Capitalized Lease Obligations in the financial statements. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 6.6 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the date hereof. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3805.

Change in Accounting Principles. If, after the Closing Amendment and Restatement Effective Date, there shall occur any change in GAAP (including for this purpose except as otherwise provided herein in the rules promulgated with respect thereto and any change in application definition of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP ChangeCapital Lease”), ) from those used in the preparation of the financial statements referred to in Section 6.5 6.1 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Lead Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Lead Borrower, respectively, require that the Lenders and the Lead Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Lead Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Lead Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Lead Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants Amendment and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Restatement Effective Date.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose except as otherwise provided herein in the rules promulgated with respect thereto and any change in application definition of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP ChangeCapital Lease”), ) from those used in the preparation of the financial statements referred to in Section 6.5 6.1 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Restricted Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.2(g), financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Borrowers or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerBorrowers, respectively, require that the Lenders and the Borrower Borrowers negotiate in good faith to amend such covenantscovenant, standardsstandard, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries Consolidated Group or such covenant, standard or term shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Borrowers or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants (and all related defined terms) and applicable covenants, terms and standards shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting Notwithstanding anything to the generality contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the foregoingterms of this Agreement or any other Loan Document, (i) the Borrower shall neither GAAP will be deemed to be treat leases that would have been classified as operating leases in compliance accordance with any financial covenant hereunder nor out generally accepted accounting principles in the United States of compliance with any financial covenant hereunder if such state of compliance or noncomplianceAmerica as in effect on December 31, as the case may be, would not exist but for the occurrence of 2012 in a GAAP Change, (ii) the Borrower covenants and agrees manner consistent with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations treatment of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) such leases shall continue to be classified and accounted for on a basis consistent with that reflected under generally accepted accounting principles in the financial statements referred to United States of America as in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documentseffect on December 31, 2012, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3modifications or interpretive changes thereto that may occur thereafter.

Change in Accounting Principles. If, after the Closing First Restatement Effective Date, there shall occur any change in GAAP (including for this purpose except as otherwise provided herein in the rules promulgated with respect thereto and any change in application definition of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP ChangeCapital Lease”), ) from those used in the preparation of the financial statements referred to in Section 6.5 6.1 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Restricted Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles; provided that, with respect to the Target or any Persons that are Subsidiaries of the Target immediately prior to the Worldpay Acquisition, the Borrower and its Subsidiaries shall not be required to compute and determine their compliance with any financial covenants hereunder (and all related defined terms) in accordance with GAAP for a period of 120 days from the Certain Funds Funding Date and may instead compute and determine compliance with any financial covenants hereunder, as to those entities, in accordance with UK GAAP or IFRS during such period. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing DateJanuary 2, 2018, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 7.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Company or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerCompany, respectively, require that the Lenders and the Borrower Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Company and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.36.3, financial covenants such covenant, standard, or term shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles. Notwithstanding any other provision contained herein, until such time as the Company shall elect by a one-time irrevocable written notice to the Administrative Agent, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any change to, or modification of, GAAP Changewhich would require the capitalization of leases characterized as “operating leases” as of December 31, 2018 or (ii) any election under FASB ASC 815 regarding hedge accounting treatment, and for the Borrower covenants avoidance of doubt, upon the making of such election, the concepts described in clauses (i) and agrees (ii) shall be considered agreed between the Borrowers and the Lenders in accordance with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions first sentence of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.36.3.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 6.6 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, pricing grid, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, pricing grid, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, pricing grid, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the date hereof. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3805.

Change in Accounting Principles. If, after the Closing First Restatement Effective Date, there shall occur any change in GAAP (including for this purpose except as otherwise provided herein in the rules promulgated with respect thereto and any change in application definition of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP ChangeCapital Lease”), ) from those used in the preparation of the financial statements referred to in Section 6.5 6.1 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Restricted Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.2(g)Section 1.3, financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles; provided that, with respect to the Target or any Persons that are Subsidiaries of the Target immediately prior to the Worldpay Acquisition, the Borrower and its Subsidiaries shall not be required to compute and determine their compliance with any financial covenants hereunder (and all related defined terms) in accordance with GAAP for a period of 120 days from the Certain Funds Funding Date and may instead compute and determine compliance with any financial covenants hereunder, as to those entities, in accordance with UK GAAP or IFRS during such period. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing Date, there shall If any "Accounting Changes" (as defined below) occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change shall changes result in a change in the method of calculation of the financial covenants, standards or terms used in the Agreement or any financial covenantother Loan Document, standard or term found in this Agreementthen Borrowers, either the Borrower or the Required Lenders may, by written notice to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate agree to enter into negotiations in good faith order to amend such covenants, standards, and terms provisions of the Agreement so as to equitably to reflect such GAAP Change, Accounting Changes with the desired result being that the criteria for evaluating the Borrowers' and their Subsidiaries' financial condition of the Parent and its Subsidiaries shall be the same after such Accounting Changes as if such GAAP Change Accounting Changes had not been made. No delay by ; provided, however, that the Borrower or the Required agreement of Requisite Lenders in requiring to any required amendments of such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants provisions shall be computed and determined in accordance with GAAP in effect prior sufficient to such change in accounting principlesbind all Lenders. Without limiting the generality of the foregoing, "Accounting Changes" means (i) changes in accounting principles required by the Borrower shall neither be deemed to be in compliance 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 any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changesimilar functions), (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at changes in accounting principles concurred in by any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and Borrower's certified public accountants; (iii) leases shall continue purchase accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of the accounting principles set forth in FASB 109, including the establishment of reserves pursuant thereto and 101 any subsequent reversal (in whole or in part) of such reserves; and (iv) the reversal of any reserves established as a result of purchase accounting adjustments. If Administrative Agent, Borrowers and Requisite 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 be classified and accounted for on a basis consistent with that reflected GAAP contained in the Agreement or in any other Loan Document shall, only to the extent of such Accounting Change, refer to GAAP, consistently applied after giving effect to the implementation of such Accounting Change. If Administrative Agent, Borrowers and Requisite Lenders cannot agree upon the required amendments within 30 days following the date of implementation of any Accounting Change, then all Financial Statements delivered and all calculations of financial statements referred to covenants and other standards and terms in Section 6.5 hereof for all purposes of this accordance with the Agreement and the other Loan DocumentsDocuments shall be prepared, notwithstanding delivered and made without regard to the underlying Accounting Change. For purposes of Section 11.01, a breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any GAAP Change relating thereto, unless date of determination by Administrative Agent or as of the parties hereto shall enter into a mutually acceptable amendment addressing last day of any specified measurement period regardless of when the financial statements reflecting such changes, as provided for in this Section 5.3breach are delivered to Administrative Agent.

Change in Accounting Principles. If, after the Closing Date, there shall occur (a) If any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those ------------------------------- accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.5 hereof 8.1 are hereafter required ----------- or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by the Parent Guarantor and its Subsidiaries with the agreement of its independent certified public accountants and such GAAP Change shall changes result in a change in the method of calculation of any financial covenantof the covenants, standard standards or term terms found in this AgreementArticle IX, either Article X, and Article XI, the Borrower or the Required Lenders may, by written notice parties hereto agree to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate ---------- --------- ---------- enter into negotiations in good faith order to amend such covenants, standards, and terms provisions so as to equitably to reflect such GAAP Change, changes with the desired result being that the criteria for evaluating the financial condition of compliance with such covenants, standards and terms by the Parent and its Subsidiaries Guarantor shall be the same after such changes as if such GAAP Change changes had not been made. No delay by ; provided, however, no change in -------- ------- GAAP that would affect the Borrower method of calculation of any of the covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Required Requisite Lenders in requiring such negotiation shall limit their right and the Parent Guarantor, to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to reflect such change in accounting principles. Without limiting . (b) The Parent Guarantor presently contemplates changing the generality accounting principles used in the preparation of its Financial Statements from Canadian GAAP (as described in clause (a) of the foregoing, ---------- definition of "GAAP") to American GAAP (ias described in clause (b) of ---------- the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out definition of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement "GAAP"). Such change shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected change in the financial statements referred to accounting principles described in Section 6.5 hereof for all purposes 15.4(a), with which the Parent --------------- Guarantor and its Subsidiaries shall comply prior to the effectiveness of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3change.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the Closing Date. Notwithstanding anything to the contrary contained herein or in the definition of “Capital Lease” or “Capitalized Lease Obligation”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP Changeon the date hereof shall be considered Capital Leases, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets all calculations and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changesdelivered, as provided for applicable, in this Section 5.3accordance therewith.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof 5.5 and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (iiA) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt election under Financial Accounting Standards Board Accounting Standards Codification 825 (or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to any other Accounting Standards Codification 805having a similar result or effect) (and related interpretations), all determinations or any successor thereto, to value any indebtedness of compliance with the terms and conditions Borrower or any Subsidiary at “fair value”, as defined therein, (B) any treatment of this Agreement shall be made on the basis that the Borrower has not adopted indebtedness in respect of convertible debt instruments under Accounting Standards Codification 825 470-20 (or any other Accounting Standards Codification 805 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, (C) any valuation of indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 2015-03, it being agreed that indebtedness shall at all times be valued at the full stated principal amount thereof and (iiiD) leases without giving effect to any change to GAAP occurring before or after June 30, 2017, as a result of the adoption of Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect and related interpretations), or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on June 30, 2017, it being further agreed that all liabilities under or in respect of any lease (whether now outstanding or at any time hereafter entered into or incurred) that, under GAAP as in effect on June 30, 2017, would be accrued as an operating lease expense and would not constitute a Capitalized Lease Obligation shall continue to be classified treated as operating lease expense in accordance with GAAP as in effect on June 30, 2017 and accounted shall not constitute a Capital Lease Obligation, in each case, for on a basis consistent with that reflected in the financial statements purposes of all computations of amounts and ratios referred to in herein, including under Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.37.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose except as otherwise provided herein in the rules promulgated with respect thereto and any change in application definition of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP ChangeCapital Lease”), ) from those used in the preparation of the financial statements referred to in Section 6.5 6.1 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower (or Parent) or the Required Lenders may, may by written notice to the Administrative Agent Lenders, Parent and the Borrower, respectively, require that the Lenders Lenders, Parent and the Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower, Parent and its the Restricted Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by Parent, the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3(b), financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) neither Parent nor the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with date hereof. Notwithstanding anything to the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805contrary contained herein, all determinations terms of compliance with the terms an accounting or financial nature used herein shall be construed, and conditions all computations of this Agreement amounts and ratios referred to herein shall be made on without giving effect to any change in accounting treatment of “operating” and “capital” leases effective for fiscal years beginning after December 15, 2018 as set forth in the basis that the Borrower has not adopted Accounting Standards Codification 825 or Update No. 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Codification 805 and Board in February 2016, or any similar publication issued by the Financial Accounting Standards Board in connection therewith, in each case, if such change would require treating any lease (iiior similar arrangement conveying the right to use) leases shall continue as a capital lease where such lease (or similar arrangement) was not required to be classified and accounted for on a basis consistent with that reflected so treated under GAAP as in the financial statements referred effect prior to in Section 6.5 hereof for all purposes of this Agreement and the other Loan DocumentsDecember 15, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.32018.

Change in Accounting Principles. If, after the Closing Date, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, by written notice to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Change, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries shall be the same as if such GAAP Change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.. 57

Change in Accounting Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 5.3 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative, Agent or the Required Lenders may, may by written notice to the Administrative Lenders, Agent and the BorrowerBorrower Representative, respectively, require that the Lenders Lenders, Agent and the Borrower Representative negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Credit Parties and its their Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Representative, Agent or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Credit Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (iiCodification of Accounting Standards 825-10) the Borrower covenants and agrees with the Lenders that whether to value any Indebtedness or not the Borrower may other liabilities of any Credit Party or any Subsidiary at “fair value”, as defined therein. If at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired after the Third Restatement Closing Date, any obligations of the Credit Parties that would not have constituted Indebtedness as of the Third Restatement Closing Date are re-characterized as Indebtedness in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805accordance with any relevant changes in GAAP, all determinations of compliance with the terms and conditions of this Agreement such re-characterized obligations shall not be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof considered Indebtedness for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3hereunder.

Change in Accounting Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 5.3 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative, Agent or the Required Lenders may, may by written notice to the Administrative Lenders, Agent and the BorrowerBorrower Representative, respectively, require that the Lenders Lenders, Agent and the Borrower Representative negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Credit Parties and its their Subsidiaries shall be the same as if such GAAP Change change had not been made; provided that, with respect to any changes in GAAP after the Restatement Closing Date that would require lease obligations that would be treated as operating leases as of such date to be classified and accounted for as a Capital Lease or Capitalized Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its subsidiaries, such obligations shall continue to be excluded from the definitions of “Indebtedness”, ‘Capital Lease” and “Capitalized Lease Obligations” without any further action by any Person and without the ability to request any such amendment or modification related thereto. No delay by the Borrower Representative, Agent or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Credit Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (iiCodification of Accounting Standards 825-10) the Borrower covenants and agrees with the Lenders that whether to value any Indebtedness or not the Borrower may other liabilities of any Credit Party or any Subsidiary at “fair value”, as defined therein. If at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired after the Fourth Restatement Closing Date, any obligations of the Credit Parties that would not have constituted Indebtedness as of the Fourth Restatement Closing Date are re-characterized as Indebtedness in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805accordance with any relevant changes in GAAP, all determinations of compliance with the terms and conditions of this Agreement such re-characterized obligations shall not be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof considered Indebtedness for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3hereunder.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles, including all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the financial statements (and all financial statements delivered to the Administrative Agent hereunder shall contain a schedule showing the modifications necessary to reconcile the adjustments made pursuant to this clause with such financial statements). Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 5.3 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative, Agent or the Required Lenders may, may by written notice to the Administrative Lenders, Agent and the BorrowerBorrower Representative, respectively, require that the Lenders Lenders, Agent and the Borrower Representative negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Credit Parties and its their Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Representative, Agent or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Credit Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (iiCodification of Accounting Standards 825-10) the Borrower covenants and agrees with the Lenders that whether to value any Indebtedness or not the Borrower may other liabilities of any Credit Party or any Subsidiary at “fair value”, as defined therein. If at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired after the Second Restatement Closing Date, any obligations of the Credit Parties that would not have constituted Indebtedness as of the Second Restatement Closing Date are re-characterized as Indebtedness in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805accordance with any relevant changes in GAAP, all determinations of compliance with the terms and conditions of this Agreement such re-characterized obligations shall not be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof considered Indebtedness for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3hereunder.

Change in Accounting Principles. If, after the Closing Amendment and Restatement Effective Date, there shall occur any change in GAAP (including for this purpose except as otherwise provided herein in the rules promulgated with respect thereto and any change in application definition of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP ChangeCapital Lease”), ) from those used in the preparation of the financial statements referred to in Section 6.5 6.1 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Lead Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Lead Borrower, respectively, require that the Lenders and the Lead Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Lead Borrower and its Restricted Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Lead Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3(b), financial covenants (and all related defined terms) shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Lead Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants Amendment and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Restatement Effective Date.

Change in Accounting Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 5.3 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative, Agent or the Required Lenders may, may by written notice to the Administrative Lenders, Agent and the BorrowerBorrower Representative, respectively, require that the Lenders Lenders, Agent and the Borrower Representative negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Credit Parties and its their Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Representative, Agent or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Credit Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, (ii) the Borrower covenants all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made, without giving effect to any time adopt election under Statement of Financial Accounting Standards 159 (Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to of Accounting Standards Codification 805825-10) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary at “fair value”, all determinations as defined therein. For the avoidance of compliance with doubt, notwithstanding any change in GAAP after the terms and conditions Second Restatement Closing Date that would require lease obligations that would be treated as operating leases as of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue Second Restatement Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on a basis consistent with that reflected in the financial statements referred consolidated balance sheet, such obligations shall continue to in Section 6.5 hereof for all purposes be excluded from the definition of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Indebtedness.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose or changes in the rules promulgated with respect thereto and any change in application of GAAP thereof concurred by the Parent’s Loan Parties’ independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), Agent) from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principlesprinciples or application thereof. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principlesprinciples or change in application thereof. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles (or application thereof) after the Initial Closing Date. 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 change in accounting for leases pursuant to GAAP Change, (ii) resulting from the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt implementation of Financial Accounting Standards Codification 825 Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or account for assets and liabilities acquired in an acquisition on similar arrangement conveying the right to use) as a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has capital lease where such lease (or similar arrangement) would not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue have been required to be classified and accounted for so treated under GAAP as in effect on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan DocumentsDecember 31, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.32015.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 6.6 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, pricing grid, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, pricing grid, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, pricing grid, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the date hereof. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 805. 39 SECTION 6 Representations and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.Warranties. 40

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries any Loan Party shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof. Notwithstanding anything to the contrary contained herein or in the definition of “Capital Lease” or “Capitalized Leased Obligation”, 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 December 15, 2018) that would constitute Capital Leases in conformity with GAAP Changeon December 15, (ii) the Borrower covenants 2018 shall be considered Capital Leases, and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets all calculations and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of deliverables under this Agreement or any other Loan Document shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changesdelivered, as provided for applicable, in this Section 5.3accordance therewith.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent and its Subsidiaries Loan Parties shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3paragraph, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. [Name of Lender] [Address] Attention: Reference is made to the Credit Agreement, dated as of July 16, 2010, by and among Cobra Electronics Corporation, a Delaware corporation (the “Borrower”), the several financial institutions from time to time party to this Agreement, as Lenders, and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $[ ]. Your Revolver Percentage of the unpaid Reimbursement Obligation is $[ ]] or [[ ] has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $[ ]. Your Revolver Percentage of the returned Reimbursement Obligation is $[ ].] $[ ] [ ], 20[ ] On the Termination Date, for value received, the undersigned, COBRA ELECTRONICS CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of [ ] (the “Lender”) at the office of Administrative Agent, at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, (i) the principal sum of [ ] DOLLARS ($[ ]), or (ii) such different amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all Revolving Loans owing from the Borrower covenants to the Lender under the Credit Agreement hereinafter mentioned. This Revolving Note evidences the Revolving Loans made and agrees with the Lenders that whether or not to be made to the Borrower by the Lender under that certain Credit Agreement dated as of July 16, 2010, among the Borrower, Xxxxxx X.X., as Administrative Agent, the Lender and the other lenders from time to time party thereto (said Credit Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the “Credit Agreement”), and the Borrower hereby promises to pay interest at any time adopt Accounting Standards Codification 825 or account for assets the office specified above on the outstanding principal balance of the Revolving Loans evidenced hereby at the rates and liabilities acquired at the times and in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the manner specified therefor in the Credit Agreement. This Revolving Note is issued by the Borrower under the terms and conditions provisions of the Credit Agreement and is secured by, among other things, the Collateral Documents, and this Agreement shall Revolving Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Revolving Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the basis that terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement. The Borrower hereby promises to pay all costs and expenses (including attorneys’ fees) suffered or incurred by the holder hereof in collecting this Revolving Note or enforcing any rights in any collateral therefor. The Borrower hereby waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. COBRA ELECTRONICS CORPORATION By: Name: Title: $[ ] [ ], 20[ ] On the Termination Date, for value received, the undersigned, COBRA ELECTRONICS CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of [ ] (the “Lender”) at the office of Administrative Agent, at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, (i) the principal sum of [ ] DOLLARS ($[ ]), or (ii) such different amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all Swingline Loans owing from the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 to the Lender under the Credit Agreement hereinafter mentioned. This Swingline Note evidences the Swingline Loans made and (iii) leases shall continue to be classified and accounted for on a basis consistent with made to the Borrower by the Lender under that reflected in certain Credit Agreement dated as of July 16, 2010, among the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement Borrower, Xxxxxx X.X., as Administrative Agent, the Lender and the other Loan lenders from time to time party thereto (said Credit Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the “Credit Agreement”), and the Borrower hereby promises to pay interest at the office specified above on the outstanding principal balance of the Swingline Loans evidenced hereby at the rates and at the times and in the manner specified therefor in the Credit Agreement. This Swingline Note is issued by the Borrower under the terms and provisions of the Credit Agreement and is secured by, among other things, the Collateral Documents, notwithstanding and this Swingline Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Swingline Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement. The Borrower hereby promises to pay all costs and expenses (including attorneys’ fees) suffered or incurred by the holder hereof in collecting this Swingline Note or enforcing any GAAP Change relating theretorights in any collateral therefor. The Borrower hereby waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changesAND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. COBRA ELECTRONICS CORPORATION By: Name: Title: This Compliance Certificate is furnished to Xxxxxx X.X., as Administrative Agent as provided for in and pursuant to that certain Credit Agreement dated as of July 16, 2010 among Cobra Electronics Corporation, a Delaware corporation, (the “Borrower”), certain Lenders which are signatories thereto and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Section 5.3.Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose or changes in the rules promulgated with respect thereto and any change in application of GAAP thereof concurred by the Parent’s Loan Parties’ independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), Agent) from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principlesprinciples or application thereof. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principlesprinciples or change in application thereof. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles (or application thereof) after the date hereof. 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 change in accounting for leases pursuant to GAAP Change, (ii) resulting from the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt implementation of Financial Accounting Standards Codification 825 Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or account for assets and liabilities acquired in an acquisition on similar arrangement conveying the right to use) as a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has capital lease where such lease (or similar arrangement) would not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue have been required to be classified and accounted for so treated under GAAP as in effect on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan DocumentsDecember 31, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.32015.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. For the avoidance of doubt, (iii) the Borrower covenants and agrees with the Lenders notwithstanding any change in GAAP after December 14, 2018 that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805would require lease obligations that would be treated as operating leases as of December 14, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue 2018 to be classified and accounted for as Capital Leases or otherwise reflected on a basis consistent with the Borrower’s consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness and the definition of Capital Lease and (ii) any lease that reflected was entered into after the date of this Agreement that would have been considered an operating lease under GAAP in the financial statements referred to in Section 6.5 hereof effect as of December 14, 2018 shall be treated as an operating lease for all purposes of under this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless and obligations in respect thereof shall be excluded from the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3definition of Indebtedness and the definition of Capital Lease.

Change in Accounting Principles. If, after the Closing Date, there shall occur If (i) any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those accounting principles used in the preparation of the most recent financial statements referred to in Section 6.5 hereof 7.01 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by the Borrowers with the agreement of their independent certified public accountants and such GAAP Change shall result change results in a change in the method of calculation of any financial covenantof the covenants, standard standards or term terms found in this AgreementArticle IX and Article X or (ii) as a consequence of "fresh start" accounting in accordance with GAAP adjustments are required to be made in the calculations of the covenants in Article IX and Article X, either the Borrower or the Required Lenders may, by written notice parties hereto agree to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate enter into negotiations in good faith order to amend such covenants, standards, and terms provisions so as to equitably to reflect such GAAP Change, change or adjustment with the desired result being that the criteria for evaluating compliance with such covenants, standards and terms by the financial condition of the Parent and its Subsidiaries Borrowers shall be the same after such change or adjustment as if such GAAP Change change or adjustment had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a ; provided, however, no change in GAAP that would affect the method of calculation of any of the covenants, standards or terms and no adjustment as a consequence of "fresh start" accounting principles. Until any shall be given effect in such covenantcalculations until such provisions are amended to reflect such change or adjustment, standardin a manner satisfactory to the Requisite Lenders and the Borrowers; provided further that no change or adjustment as a consequence of "fresh start" accounting shall be given effect, if such change or term adjustment shall affect the calculation of the covenant set forth in Section 10.03 during the period from the date hereof to the last day of January, 2000, until such covenant is amended to reflect such change or adjustment in accordance with this Section 5.3a manner satisfactory to the Borrowers and to Lenders holding, financial covenants shall be computed and determined in accordance with GAAP the aggregate, more than seventy-five percent (75%) of the Commitments in effect prior at such time (or in the event that the Commitments have been terminated pursuant to such change in accounting principles. Without limiting the generality terms hereof, Lenders whose aggregate ratable shares (stated as a percentage) of the foregoing, aggregate outstanding principal balance of all Loans are greater than seventy-five percent (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.375%)).

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof. Notwithstanding any changes in GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall would require lease obligations that would previously be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) treated as operating leases shall continue to be classified and accounted for as Capitalized Lease Obligation or otherwise reflected on Borrower’s consolidated balance sheet (including the issuance on February 25, 2016, by the Financial Accounting Standards Board of a basis new Accounting Standards Update (ASU), Leases (Topic 842)), such obligations shall continue to be treated as operating leases in a manner consistent with that reflected in the financial statements referred such treatment prior to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3change.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose or changes in the rules promulgated with respect thereto and any change in application of GAAP thereof concurred by the Parent’s Loan Parties’ independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), Agent) from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principlesprinciples or application thereof. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principlesprinciples or change in application thereof. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles (or application thereof) after the date hereofInitial Closing Date. 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 change in accounting for leases pursuant to GAAP Change, (ii) resulting from the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt implementation of Financial Accounting Standards Codification 825 Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or account for assets and liabilities acquired in an acquisition on similar arrangement conveying the right to use) as a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has capital lease where such lease (or similar arrangement) would not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue have been required to be classified and accounted for so treated under GAAP as in effect on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan DocumentsDecember 31, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.32015.

Change in Accounting Principles. If, after In the Closing Date, there shall occur event any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), accounting principles from those used in the preparation of the financial statements referred to in Section 6.5 hereof 3.05 hereafter occasioned by the promulgation of rules, regulations, pronouncements and such GAAP Change shall opinions by, or required by, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) directly results in (or would with the passage of time result in in) a change in the method of calculation of any financial covenantcovenants, standard standards or term terms found in this AgreementArticles I, either V and VI and as a result thereof, the Borrower or is unable to comply with its related covenants hereunder, the Required Lenders may, by written notice parties hereto agree to use their best- faith efforts for a period of 90 days from the Administrative Agent and the Borrower, respectively, require that the Lenders and date a responsible officer of the Borrower negotiate in good faith first becomes aware of the effectiveness or proposed effectiveness of such changes, to amend such covenants, standards, and terms provisions so as equitably to reflect equitably such GAAP Change, changes with the desired result being that (a) such provisions provide to the Lenders (in their sole discretion) adequate protection and security consistent with that provided by the original provisions and (b) the criteria for evaluating the Borrower's financial condition of the Parent and its Subsidiaries shall be the same after such change as if such GAAP Change change had not been made. No delay by In the event that a responsible officer of the Borrower does not become aware of such changes prior to their effectiveness, and such changes directly result in an event which would, pursuant to Article VII, constitute a Default or an Event of Default hereunder, during such 90-day period (so long as the Borrower continues to use its best faith efforts to amend such provision), such default shall not constitute or be deemed a Default or Event of Default hereunder and neither the Administrative Agent nor any Lender may commence any remedial action against the Borrower based thereon (which restriction shall not apply to any other defaults which constitute Events of Default); provided, however, that if the Borrower and the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior have not reached agreement on appropriate modifications to such change in accounting principles. Without limiting provisions by the generality earlier of the foregoing, (i) the date upon which the Borrower shall neither be deemed ceases using its best faith efforts to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, reflect appropriate changes and (ii) the Borrower covenants expiration of such 90-day period, any and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for limitations contained in this Section 5.310.11 shall immediately expire and be of no further force or effect.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 6.6 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, pricing grid, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, pricing grid, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, pricing grid, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the date hereof. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair f air value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.805. SECTION 6

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 7.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Company or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerCompany, respectively, require that the Lenders and the Borrower Borrowers negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Company and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.36.3, financial covenants such covenant, standard, or term shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at date hereof. Notwithstanding any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805other provision contained herein, all determinations terms of compliance with the terms an accounting or financial nature used herein shall be construed, and conditions all computations of this Agreement amounts and ratios referred to herein shall be made on without giving effect to any change to, or modification of, GAAP which would require the basis that capitalization of leases characterized as “operating leases” as of the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Effective Date.

Change in Accounting Principles. If, after the Closing Date, there shall occur If any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those accounting principles used in the preparation of the most recent financial statements referred to in Section 6.5 hereof 7.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by the Company and its Subsidiaries with the agreement of its independent certified public accountants and such GAAP Change shall result change results in a change in the method of calculation of any financial covenantof the covenants, standard standards or term terms found in this AgreementArticle IX and Article X, either the Borrower or the Required Lenders may, by written notice parties hereto agree to the Administrative Agent and the Borrower, respectively, require that the Lenders and the Borrower negotiate enter into negotiations in good faith order to amend such covenants, standards, and terms provisions so as to equitably to reflect such GAAP Change, change with the desired result being that the criteria for evaluating compliance with such covenants, standards and terms by the financial condition of the Parent Company and its Subsidiaries shall be the same after such change as if such GAAP Change change had not been made. No delay by ; provided, however, no change in GAAP that would affect the Borrower method of calculation of any of the covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Required Requisite Lenders in requiring such negotiation shall limit their right and the Company, to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to reflect such change in accounting principles. Without limiting Section 13.5 Setoff. In addition to any Liens granted under the generality Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender, each Issuing Bank and any Affiliate of any Lender or Issuing Bank is hereby authorized by the Borrowers at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender, Issuing Bank or any of their Affiliates to or for the credit or the account of a Borrower against and on account of the foregoingObligations of such Borrower to such Lender, Issuing Bank or any of their Affiliates, including all Loans and Letters of Credit and all claims of any nature or description arising out of or in connection herewith, irrespective of whether or not (i) the Borrower such Lender or Issuing Bank shall neither be deemed to be in compliance with have made any financial covenant demand hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees Administrative Agent, at the request or with the Lenders that whether or not consent of the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets Requisite Lenders, shall have declared the principal of and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made interest on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 Loans and (iii) leases shall continue other amounts due hereunder to be classified due and accounted for on a basis consistent payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender and Issuing Bank agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrowers or their Subsidiaries now or hereafter maintained with that reflected in the financial statements referred to in such Lender, Issuing Bank or any Affiliate of either of them. Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.13.6

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. All obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as Capitalized Lease Obligations in the financial statements (and all financial statements delivered to the Administrative Agent hereunder shall contain a schedule showing the modifications necessary to reconcile the adjustments made pursuant to this clause with such financial statements). Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3Section, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Without limiting the generality of the foregoing, (ii) the Borrower covenants and agrees shall neither be deemed to be in compliance with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the terms and conditions case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof. Whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis that of GAAP as in effect on the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Closing Date.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof 5.5 and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (iiA) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt election under Financial Accounting Standards Board Accounting Standards Codification 825 (or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to any other Accounting Standards Codification 805having a similar result or effect) (and related interpretations), all determinations or any successor thereto, to value any indebtedness of compliance with the terms and conditions Borrower or any Subsidiary at “fair value”, as defined therein, (B) any treatment of this Agreement shall be made on the basis that the Borrower has not adopted indebtedness in respect of convertible debt instruments under Accounting Standards Codification 825 470-20 (or any other Accounting Standards Codification 805 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, (C) any valuation of indebtedness below its full stated principal amount as a result of application of Financial Accounting Standards Board Accounting Standards Update No. 2015-03, it being agreed that indebtedness shall at all times be valued at the full stated principal amount thereof and (iiiD) leases without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect and related interpretations), or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on the Closing Date, it being further agreed that all liabilities under or in respect of any lease (whether now outstanding or at any time hereafter entered into or incurred) that, under GAAP as in effect on the Closing Date, would be accrued as an operating lease expense and would not constitute a Capitalized Lease Obligation shall continue to be classified treated as operating lease expense in accordance with GAAP as in effect on the Closing Date and accounted shall not constitute a Capital Lease Obligation, in each case, for on a basis consistent with that reflected in the financial statements purposes of all computations of amounts and ratios referred to in herein, including under Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.37.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 6.6 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, pricing grid, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, pricing grid, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, pricing grid, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the date hereof. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.805. SECTION 6

Change in Accounting Principles. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 5.3 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerBorrower Representative, respectively, require that the Lenders and the Borrower Representative negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Credit Parties and its their Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Representative or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Credit Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (iiCodification of Accounting Standards 825-10) the Borrower covenants and agrees with the Lenders that whether to value any Indebtedness or not the Borrower may other liabilities of any Credit Party or any Subsidiary at “fair value”, as defined therein. If at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired after the Restatement Closing Date, any obligations of the Credit Parties that would not have constituted Indebtedness as of the Restatement Closing Date are recharacterized as Indebtedness in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805accordance with any relevant changes in GAAP, all determinations of compliance with the terms and conditions of this Agreement such recharacterized obligations shall not be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof considered Indebtedness for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3hereunder.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 5.3 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower Representative or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the BorrowerBorrower Representative, respectively, require that the Lenders and the Borrower Representative negotiate in good faith to amend such covenants, standards, and terms term so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Credit Parties and its their Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower Representative or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower Credit Parties shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Changechange in accounting principles after the date hereof. Notwithstanding any other provision contained herein, (ii) the Borrower covenants all terms of an accounting or financial nature used herein shall be construed, and agrees with the Lenders that whether or not the Borrower may at all computations of amounts and ratios referred to herein shall be made, without giving effect to any time adopt election under Statement of Financial Accounting Standards 159 (Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to of Accounting Standards Codification 805825-10) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary at “fair value”, all determinations as defined therein. For the avoidance of compliance with doubt, notwithstanding any change in GAAP after the terms and conditions Restatement Closing Date that would require lease obligations that would be treated as operating leases as of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue Restatement Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on a basis consistent with that reflected in the financial statements referred consolidated balance sheet, such obligations shall continue to in Section 6.5 hereof for all purposes be excluded from the definition of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3Indebtedness.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 hereof 5.5 and such GAAP Change change shall result in a material change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, Bank may by written notice to the Administrative Agent and the Borrower, respectively, other require that the Lenders Borrower and the Borrower Bank negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, 726721136.8 18564250 with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders Bank in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Notwithstanding anything to the contrary above or in the definition of “Capital Expenditures”, “Capital Lease” or “Capitalized Lease Obligation”, in the event of a change under GAAP (or the application thereof) requiring all leases to be capitalized, only those leases that would result or would have resulted in Capital Expenditures, Capital Leases or Capitalized Lease Obligations on the Closing Date (assuming for purposes hereof that they were in existence on the date hereof) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3date hereof.

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP (including for this purpose the rules promulgated with respect thereto and any change in application of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent (collectively, a “GAAP Change”), from those used in the preparation of the financial statements referred to in Section 6.5 6.6 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenant, pricing grid, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, pricing grid, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, pricing grid, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) change in accounting principles after the date hereof. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and 805. 1.5. The following new Section 8.20(o) is added to the Credit Agreement (iii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for in this Section 5.3.Monthly Statements):

Change in Accounting Principles. If, after the Closing Datedate of this Agreement, there shall occur any change in GAAP IFRS (including for this purpose the rules promulgated with respect thereto and without limitation, any change by reason of any change in application the rules, regulations, pronouncements, opinions or other requirements of GAAP concurred by the Parent’s independent public accountants and disclosed in writing to the Administrative Agent Canadian Institute of Chartered Accountants (collectively, a “GAAP Change”or any successor thereto or agency with similar function), ) from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such GAAP Change change shall result in a change in the method of calculation of any financial covenantFinancial Covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may, may by written notice to the Administrative Agent and the Borrower, respectively, require that the Lenders Administrative Agent and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such GAAP Changechange in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Parent Borrower and its Subsidiaries shall be the same as if such GAAP Change change had not been made. No delay by the Borrower or the Required Lenders Administrative Agent in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.31.3, financial covenants Financial Covenants shall be computed and determined in accordance with GAAP IFRS in effect prior to such change in accounting principles. Without limiting Notwithstanding anything herein to the generality contrary, it is understood and agreed that all obligations of the foregoingany Person that are or would be characterized as operating lease obligations in accordance with IFRS on January 1, 2017 (i) the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a GAAP Change, (ii) the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired such operating lease obligations were in an acquisition effect on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standards Codification 825 or Accounting Standards Codification 805 and (iiisuch date) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 6.5 hereof as operating lease obligations (and not as capital lease obligations) for all purposes of this Agreement and the other Loan Documents, notwithstanding regardless of any GAAP Change relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing change in IFRS following such changes, date that would otherwise require such obligations to be recharacterized as provided for in this Section 5.3capital lease obligations.