Common use of Accounting Terms Clause in Contracts

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (schedules thereto. Whenever the term "Parent" or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt "Borrowers" is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateApplicable Accounting Principles; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt term "Parent" is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit.

Accounting Terms. Under Notwithstanding anything to the Loan Documents (except as otherwise specified herein)contrary in the Agreement, all accounting terms not specifically defined in this Annex F shall be interpreted, all accounting determinations shall be madeconstrued in conformity with, and all financial statements data required to be submitted by this Annex F shall be preparedprepared in conformity with, in accordance with GAAP applied on a basis consistent with basis, except as otherwise specifically prescribed herein. In the most recent audited financial statements event that GAAP changes during the term of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent Agreement such that the Borrowers wish covenants contained in Clause C.13 or C.14 would then be calculated in a different manner or with different components, the Guarantor and Ex-Im Bank agree to amend any provision of this Agreement or Annex F in such respects as are necessary to conform those covenants as criteria for evaluating the other Loan Documents Guarantor’s financial condition to reflect substantially the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after same criteria as were effective prior to such change in GAAP or and the Guarantor shall be deemed to be in compliance with the covenants contained in the application thereof, then such provision shall be interpreted on aforesaid Clauses if and to the basis of extent that the Guarantor would have been in compliance therewith under GAAP as in effect and applied immediately before prior to such change change, but shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith obligation to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval deliver with each of the Required Lenders (not materials described in Clause B.11 to Ex-Im Bank, on the dates therein specified, reconciling financial data presented in a manner which conforms with GAAP as in effect immediately prior to such change. However, notwithstanding any requirement of GAAP after the Execution Date that would require lease obligations that would be treated as operating leases as of the Execution Date to be unreasonably withheldclassified and accounted for as Capital Leases or otherwise reflected on the Guarantor’s consolidated balance sheet, conditioned or delayed); provided further that such obligations shall continue to be excluded from the definitions of Indebtedness, Capital Leases and Capital Lease Obligations. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers Guarantor or any Restricted Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined in this Agreement shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, interpreted in accordance with GAAP applied on GAAP. If any accounting changes occur and such changes result in a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any material change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval calculation of the Required Lenders (not to be unreasonably withheldfinancial covenants, conditioned standards or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in accordance therewithconnection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically or completely defined herein shall be interpreted, all accounting determinations shall be madeconstrued in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be preparedprepared in conformity with, the Accounting Principles, applied in accordance with GAAP applied on a basis manner consistent with that used in preparing the most recent audited Historical Financial Statements, except as otherwise permitted herein. In addition, the financial statements ratios and all related definitions set forth in the Credit Documents shall exclude the application of Holdings delivered ASC 815, ASC 480 or ASC 718 and ASC 505-50 (to the Agent before extent that the Third Restatement Datepronouncements in ASC 718 or ASC 505-50 result in recording an equity award as a liability on the consolidated balance sheet of the Borrower and its Subsidiaries and the treatment of any dividend accruals thereon as interest expense in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity and such interest expense as dividends). As used in this Agreement, the Credit Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in this Agreement shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2018. If there occurs after the Closing Date any change in GAAP (other than ASC 842) that if materially affects in any respect the Lead Borrower notifies the Agent that the Borrowers wish to amend calculation of any provision of covenant contained in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisioncalculations, regardless of whether any such notice is given before or after such change in GAAP or in the application thereofAgent, then such provision shall be interpreted on the basis of GAAP as in effect Lenders and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or the Lenders) to preserve the original intent thereof in light respective positions of Agent, Lenders and Borrower after such change in GAAP or the application thereof subject conform as nearly as possible to the approval their respective positions as of the Required Lenders (not to be unreasonably withheldClosing Date, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be construedcalculated as if no such change in GAAP had occurred and Borrower shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Borrower both reflecting any applicable changes in GAAP and all computations of amounts and ratios referred as necessary to herein shall be made without demonstrate compliance with the financial covenants before giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt applicable changes in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt term "Borrower" is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no effect on the calculation of, or compliance with, any financial covenant contained herein or the definition determination of Capital Leasethe Borrowing Base), in and (ii) does not include any explanation, supplemental comment, or other comment concerning the event ability of an accounting change requiring all leases the applicable Person to be capitalized, only those leases (assuming for purposes hereof that they were in existence on continue as a going concern or concerning the date hereof) that would constitute Capital Leases on scope of the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithaudit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Irish Holdings” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Irish Holdings and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the United States Financial Accounting Standards Board Accounting Standards Codification Topic (“FASB ASC”) 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, (b) with respect to the accounting for leases as either operating leases or Capitalized Leases and the impact of Capital Lease, such accounting in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence accordance with FASB ASC 840 or otherwise on the date hereof) that would constitute Capital Leases definitions and covenants herein, GAAP as in effect on the Third Restatement Closing Date shall be considered Capital Leases applied, and all calculations (c) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and deliverables under this Agreement (ii) does not include any explanation, supplemental comment, or any other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent Lenders that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change” occurring after the Original Closing Date, or in the application thereof occurring after (or if the date of this Agreement on Lenders notify Borrower that the operation of Lenders request an amendment to any provision hereof for such provisionpurpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lenders and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrower agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) to preserve intent of having the original intent thereof in light of such change in GAAP or the application thereof subject to the approval respective positions of the Required Lenders (not and Borrower after such Accounting Change conform as nearly as possible to be unreasonably withheldtheir respective positions as of the date of this Agreement and, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein until any such amendments have been agreed upon, the provisions in this Agreement shall be construedcalculated as if no such Accounting Change had occurred. Whenever used herein, the term “financial statements” shall include the footnotes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described thereinrelated definition, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases understood to mean Borrower and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithits respective Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all accounting terms not otherwise defined herein shall be interpreted, all accounting determinations shall be made, and all have the meanings assigned to them in conformity with GAAP. If any change in GAAP results in a change in the calculation of the financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements covenants or interpretation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision related provisions of this Agreement or the any other Loan Documents to reflect the effect of any change in GAAP Credit Document, then if either Borrower or the application thereof occurring after Requisite Lenders shall request an amendment to such provisions of this Agreement, then the date Borrower, the Administrative Agent and the Requisite Lenders agree to negotiate an amendment to such provisions of this Agreement on so as to equitably reflect such changes in GAAP with the operation of such provision, regardless of whether any such notice is given before or desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before if such change shall have become effective until such notice shall have had not been withdrawn or such provision amended in accordance herewithmade; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of no such change in GAAP or shall be given effect for purposes of measuring compliance with financial covenants, unless the application thereof subject Borrower and the Requisite Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Until the Borrower and the Requisite Lenders have agreed to any amendment referred to in the prior sentence, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the financial statements prior to the approval of the Required Lenders (not to be unreasonably withheldapplicable change in GAAP. Notwithstanding any other provision contained herein, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value”, as defined therein and therein, (ii) any treatment of Debt Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt Indebtedness in a reduced or bifurcated manner as described therein, and such Debt Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policythereof and (iii) Accounting Standards Codification 842, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases Leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be made required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in accordance therewitheffect immediately prior to the effectiveness of such Accounting Standards Codification.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified specifically provided herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used shall be construed in accordance with GAAP, as in effect from time to time; provided, that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower wishes to amend any financial ratio or requirement to eliminate the effect of any change in GAAP that occurs after the Closing Date on the operation of such financial ratio or requirement (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any financial ratio or requirement for such purpose), then the Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower and the Lenders hereby agree to enter into good faith negotiations to amend any such financial ratio or requirement promptly upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, (A) all financial statements delivered hereunder shall be prepared, and all covenants contained herein shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 159 (or any other Accounting Standards Codification or Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value any Debt or other its financial liabilities at the fair value thereof and (B) all leases of the Borrowers or Parent Guarantor and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP as of May 31, 2018 shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt change in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any GAAP after the Closing Date that would otherwise require such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all operating leases to be capitalizedtreated as Capital Leases; provided, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on Borrower shall provide to the Third Restatement Date shall be considered Capital Leases Administrative Agent financial statements and all calculations and deliverables other documents required under this Agreement or any other Loan Document shall be made which include a reconciliation showing such treatment before and after giving effect to such change in accordance therewithGAAP.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent provisions in this Agreement shall negotiate in good faith to enter into an amendment of be calculated as if no such affected provisions (without the payment of Accounting Change had occurred. Notwithstanding any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change changes in GAAP or after the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheldOriginal Closing Date, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities lease of the Borrowers or any Subsidiary at “fair value”, their Subsidiaries that would be characterized as defined therein and (ii) any treatment of Debt an operating lease under GAAP in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence effect on the date hereofOriginal Closing Date (whether such lease was entered into before or after the Original Closing Date) that would shall not constitute a Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Agent. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be made in accordance therewithunderstood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under As used in this Agreement, the Loan Other Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, defined in accordance with GAAP; provided that, notwithstanding the foregoing, if there occurs after March 31, 2017 any change in GAAP applied on a basis consistent with that affects in any respect the most recent audited financial statements calculation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of covenant set forth in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP such calculations, and either Required Lenders or the application thereof occurring after the date of this Agreement on the operation of such provisionBorrowing Agent so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lenders and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or respective positions of Agent, Lenders and the Lenders) to preserve the original intent thereof in light of Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the application thereof subject appropriate financial information required hereunder with respect to the approval of Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (such change has no effect on the calculation of, or compliance with, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”financial covenant contained herein), as defined therein and (ii) does not include any treatment explanation, supplemental comment, or other comment concerning the ability of Debt the applicable Person to continue as a going concern or concerning the scope of the audit, except in respect the case of convertible debt instruments under Accounting Standards Codification 470-20 each of the foregoing clauses (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effecti) to value and (ii), any such Debt in a reduced qualification, explanation, supplemental comment, or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through comment resulting solely from (1) an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything upcoming maturity date with respect to the contrary above Term Loan or the definition Revolving Loan Indebtedness or (2) a breach or anticipated breach of Capital Leasea financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the event Historical Audited Financial Statements for all purposes of an accounting this Agreement, notwithstanding any change requiring all leases to be capitalizedin GAAP relating thereto, only those leases (assuming unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithabove.

Accounting Terms. Under As used in this Agreement, the Loan Other Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, defined in accordance with GAAP; provided that, notwithstanding the foregoing, if there occurs after March 31, 2016 any change in GAAP applied on a basis consistent with that affects in any respect the most recent audited financial statements calculation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of covenant set forth in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP such calculations, and either Agent or the application thereof occurring after the date of this Agreement on the operation of such provisionBorrowing Agent so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or respective positions of Agent, Lenders and the Lenders) to preserve the original intent thereof in light of Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the application thereof subject appropriate financial information required hereunder with respect to the approval of Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (such change has no effect on the calculation of, or compliance with, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”financial covenant contained herein), as defined therein and (ii) does not include any treatment explanation, supplemental comment, or other comment concerning the ability of Debt in respect the applicable Person to continue as a going concern or concerning the scope of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithaudit.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all terms of an accounting terms or financial nature shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered Agreement Accounting Principles, as in effect from time to the Agent before the Third Restatement Date; providedtime, howeverprovided that, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP or the application thereof occurring after the date of this hereof in Agreement Accounting Principles or in the application thereof on the operation of such provisionprovision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Agreement Accounting Principles or in the application thereof, then such provision shall be interpreted on the basis of GAAP Agreement Accounting Principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment . Whenever under this Agreement any financial information, data and the like is requested calculated on a consolidated basis for the Borrower and its Subsidiaries, such financial information, data and the like of such Subsidiary shall be included only to the extent of the Borrower’s percentage of ownership of such Subsidiary. Any reference in this Agreement to the terms “extraordinary losses” and “extraordinary gains” shall mean such losses and gains, respectively, categorized by the Lead Borrower Company’s external auditors as extraordinary in the financial statements of the Company prepared in accordance with Agreement Accounting Principles in effect at the date of such financial statements. Notwithstanding anything contained or implied herein to the contrary, no change in Agreement Accounting Principles shall require the restatement of any financial statements dated prior to such change and provided to any Lender, the Administrative Agent, the Swingline Lender or the Required LendersLC Issuer. Further, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such no retroactive change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that 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 (ias a result of any change in Agreement Accounting Principles which occurs after the date of any such financial statements) in any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”calculations made hereunder based upon the information contained in said financial statements including, as defined therein and (ii) any treatment without limitation, the calculation of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithApplicable Margin.

Accounting Terms. Under Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be mademeaning customarily given in accordance with GAAP, and all financial statements computations hereunder shall be preparedcomputed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied on a basis consistent with and using the most recent audited same method for inventory valuation as used in the preparation of the financial statements of Holdings delivered Parent most recently received by Agent prior to the Agent before the Third Restatement Datedate hereof; provided, howeverthat, that if upon the Lead Borrower notifies adoption by Parent of IFRS as required by Parent’s independent certified public accountants or in the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect event of any change in GAAP or the application thereof occurring after the date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or Agent may, and at the request of this Agreement on Required Lenders shall, by notice to Administrative Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the operation adoption by Parent of such provision, regardless of whether any such notice is given before IFRS or after such the applicable change in GAAP or in became effective, until either the application thereof, then such provision shall be interpreted on notice from the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been applicable party is withdrawn or such provision covenant is amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or a manner satisfactory to Parent, Agent and the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above contained herein, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of Capital Leasea financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were current treatment under GAAP as in existence effect on the date hereof) Closing Date, notwithstanding any modification or interpretive changes thereto that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithmay occur hereafter.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrowers and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewith.comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically or completely defined herein shall be interpreted, all accounting determinations shall be madeconstrued in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be preparedprepared in conformity with, GAAP, applied in accordance with GAAP applied on a basis manner consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateCredit Parties’ past practices, except as otherwise specifically prescribed herein; provided, however, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders. Notwithstanding any other provision contained herein, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value”, as defined therein therein, and (ii) without giving effect to any treatment of Debt Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt Indebtedness in a reduced or bifurcated manner as described therein, and such Debt Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall Credit Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Credit Document, GAAP will be made deemed to treat leases that would have been classified as operating leases in accordance therewithwith generally accepted accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with GAAP. In the most recent audited financial statements of Holdings delivered to event that the Agent before the Third Restatement Date; provided, however, that if the Lead Administrative Borrower notifies shall notify the Agent that the Borrowers wish to amend Loan Parties have adopted IFRS or any provision of this Agreement or the other Loan Documents to reflect the effect of any “Accounting Changes” (as defined below) shall occur and such change results in a change in GAAP the method of calculation of financial covenants, standards or the application thereof occurring after the date of terms in this Agreement on the operation of such provisionAgreement, then regardless of whether any such notice is given before or after such change in GAAP adoption or such Accounting Change or in the application thereof, then such provision shall be interpreted on at the basis request of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower Administrative Borrower, the Agent or the Required Lenders, then the Lead Borrower Loan Parties, the Agent and the Agent Lenders shall negotiate in enter into good faith negotiations in order to enter into amend such provisions of this Agreement so as to reflect equitably such adoption or such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Loan Parties and the respective position of the Loan Parties and the Lenders shall conform as nearly as possible to their respective positions as of the Closing Date. Until such time as such an amendment of shall have been executed and delivered by the Loan Parties, the Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such affected provisions (without adoption or such Accounting Changes had not occurred, and the payment of Loan Parties shall provide to the Agent and the Lenders any amendment documents and calculations required under this Agreement or similar fees to as reasonably requested hereunder by the Agent or the Lenders) to preserve the original intent thereof in light Required Lenders setting forth a reconciliation between calculations of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all ratios and requirements and other terms of an accounting or a financial nature used herein shall be construed, made before and all computations of amounts and ratios referred to herein shall be made without after giving effect to such adoption or such Accounting Change. “Accounting Changes” refers to changes in accounting principles (i) required by the promulgation of any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of rule, regulation, pronouncement or opinion by the United States Financial Accounting Standards 159) (Board or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described thereinotherwise proposed by the Administrative Borrower to, and such Debt approved by, the Agent. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Indebtedness of Arrow Bidco and its Subsidiaries shall be deemed to be carried at all times be valued at 100% of the full stated outstanding principal amount thereof. If , and the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international effects of any accounting principles on financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date liabilities shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithdisregarded.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead any Borrower notifies the Agent Lender that the Borrowers wish such Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date, or in the application thereof occurring after the date of this Agreement on the operation of (or if Lender notifies any Borrower that Lender requests an amendment to any provision hereof for such provisionpurpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lender and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrowers agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) intent of having the respective positions of Lender and each Borrower after such Accounting Change conform as nearly as possible to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval their respective positions as of the Required Lenders (not to be unreasonably withhelddate of this Agreement and, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein until any such amendments have been agreed upon, the provisions in this Agreement shall be construedcalculated as if no such Accounting Change had occurred. Whenever used herein, the term “financial statements” shall include the footnotes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described thereinrelated definition, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases understood to mean Borrowers and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewiththeir respective Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding anything to the contrary contained in this Section or in the definition of Capital Lease, “Capitalized Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they such leases were in existence on the date hereofhereof or entered into prior to December 31, 2018) that would constitute Capital Leases capital leases in conformity with GAAP on the Third Restatement Date date hereof shall be considered Capital Leases capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRSschedules thereto. Notwithstanding anything to the contrary above contained herein, (a) all references to "Borrowers and their Subsidiaries" in connection with any accounting terms, financial covenants and financial statements contained herein shall be deemed to refer to "Ultimate Parent and its Subsidiaries" after a Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (c) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence effect on the date hereofClosing Date (whether such lease is entered into before or after the Closing Date) that would shall not constitute a Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables Lease under this Agreement or any other Loan Document shall be made as a result of such changes in accordance therewithGAAP unless otherwise agreed to in writing by the Administrative Borrower and Agent.

Accounting Terms. Under the Loan Documents (except as Unless otherwise specified herein), all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of Holdings the Company delivered to the Agent before the Third Restatement DateLenders; providedprovided that, however, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish it wishes to amend any provision of this Agreement or the other Loan Documents covenant in Section 5.9 to reflect eliminate the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such notice is given before or after such change in GAAP or in the application thereofpurpose), then the compliance with such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been withdrawn or such provision amended made in accordance herewith; provided further that if an amendment is requested by with the Lead Borrower or provisions above and (b) a reasonable estimate of the Required Lenders, then effect on the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment financial statements on account of such affected provisions changes in application. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 (including without limitation for purposes of the payment definition of “Pro Forma Basis” set forth in Section 1.1), after consummation of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheldPermitted Acquisition, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 income statement items and other balance sheet items (previously referred whether positive or negative) attributable to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) the Target acquired in such transaction shall be included in such calculations to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”extent relating to such applicable period, as defined therein and (ii) any treatment Indebtedness of Debt a Target that is retired in respect connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any the first day of such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Leaseapplicable period, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made each case in accordance therewithwith Regulation S-X under the Securities Act, as amended, applicable to a Registration Statement under such Act on Form S-1.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Borrowers notify Administrative Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Administrative Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Administrative Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent provisions in this Agreement shall negotiate in good faith to enter into an amendment of be calculated as if no such affected provisions (without the payment of Accounting Change had occurred; provided further, that any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP after the Closing Date shall not cause any lease that was not or the application thereof subject would not have been a Capital Lease Obligation prior to the approval of the Required Lenders (not such change to be unreasonably withhelddeemed a Capital Lease Obligation. When used herein, conditioned or delayed); provided further that all terms of an accounting or the term “financial nature statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. (a) Under the Loan Documents (except as otherwise specified herein, including Section 10.2.13), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings Borrowers delivered to the Agent before the Third Restatement Date; providedClosing Date and using the same inventory valuation method as used in such financial statements, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in GAAP or such change, the application thereof occurring after change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the date effects of this Agreement on the operation of such provisionchange. If Borrowers adopt the International Financial Reporting Standards, regardless of whether any such notice is given before or after and such change in GAAP or accounting principles and/or adoption of such standards results in a change in the application thereofmethod or results of calculation of financial covenants and/or defined terms contained in this Agreement, then such provision shall be interpreted on at the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval option of the Required Lenders (not or Borrowers, the parties will enter into good faith negotiations to be unreasonably withheldamend such financial covenants and/or defined terms in such manner as the parties shall agree, conditioned or delayed); provided further each acting reasonably, in order to reflect fairly such changes and/or adoption so that all terms the criteria for evaluating the financial condition of an accounting or financial nature used herein Borrowers shall be construedthe same in commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and all computations calculation of amounts and ratios referred to herein financial covenants and/or the defined terms related thereto hereunder shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of determined in the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRSagreed). Notwithstanding anything to the contrary above contained in this Section 1.2 or the definition of “Capital Lease”, in the event of an accounting a change in GAAP requiring all leases to be capitalized, only those leases that would have constituted Capital Leases on the Closing Date (assuming for purposes hereof that they such leases were in existence on the date hereofClosing Date) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewiththerewith (provided that all financial statements delivered to Agent in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such change).

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the Agent term “Parent” is used in respect of a financial covenant or a related definition, it shall negotiate in good faith be understood to enter into an amendment of such affected provisions (without mean Parent and its Subsidiaries on a consolidated basis, unless the payment of any amendment or similar fees context clearly requires otherwise. Notwithstanding anything herein to the Agent or the Lenderscontrary (a) to preserve the original intent thereof in light of such any change in GAAP or the application thereof subject to the approval that would result in a lease that is classified and accounted for as an operating lease as of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to Closing Date being treated as Statement of Financial Accounting Standards 159) a Capital Lease (or any other Accounting Standards Codification or Financial Accounting Standard having being given a substantially similar result or effecttreatment) to value any Debt or other liabilities shall not be given effect in the definition of the Borrowers Indebtedness or any Subsidiary at “fair value”, as defined therein related definitions or in the computation of any financial ratio or requirement set forth in any Loan Document and (iib) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at if the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it or Parent is required to report under IFRS International Financial Reporting Standards (“IFRS”), or has elected to do so through an early early-adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything IFRS (provided that after such conversion, (i) the Borrower cannot elect to report under U.S. generally accepted accounting principles and (ii) the contrary above or Borrower shall reconcile the definition of Capital Lease, two financial computation methods under IFRS and GAAP in the event of an accounting change requiring all leases a manner reasonably acceptable to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithAgent).

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewith.comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpretedconstrued in accordance with Appliable Accounting Standards. When used herein, all accounting determinations the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be madeunderstood to mean the Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used covenants contained herein shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any similar accounting principle or other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting a Person to value any Debt its financial liabilities or other liabilities of Indebtedness at the Borrowers fair value thereof or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in Indebtedness with respect of to convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt Indebtedness in a reduced or bifurcated manner as described therein, and such Debt Indebtedness shall at all times be valued at the full stated principal amount thereofthereof and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants means an opinion or report that does not include any qualification or supplemental comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. If On the Lead Borrower notifies first reporting period for which the Loan parties have transitioned from IFRS to GAAP, then following delivery to Agent that it is of a completed Compliance Certificate attaching the information required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international be delivered for such financial reporting standards pursuant period, Agent shall use commercially reasonable efforts to IFRS. Notwithstanding anything amend (in a manner mutually satisfactory to the contrary above Lender and Loan Parties) the thresholds or the definition methods of Capital Leasecalculation required (including any definitions or components applicable thereto) such that compliance therewith is neither more nor less burdensome to Loan Parties as a result of such conversion to GAAP and, thereafter, all references in the event of an accounting change requiring all leases Loan Documents to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date IFRS shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.deemed references to GAAP. 1.3

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding the foregoing, if at any time Borrower determines to use IFRS in lieu of GAAP for financial reporting purposes, Borrower may elect by written notice to Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall, for purposes of this Agreement, thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS, and (b) for periods beginning prior to the date specified in such notice, GAAP; provided that, to the extent that such election would affect any financial ratio set forth in this Agreement or any financial covenant or related definition, (i) Borrower shall provide to Agent financial statements and other documents reasonably requested by Agent or any Lender setting forth a reconciliation with respect to such ratio or covenant for periods before giving effect to such election and for periods after giving effect to such election, and (ii) if Borrower, Agent or the Required Lenders shall so request, Agent, the Required Lenders and Borrower shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that are directly affected by such affected provisions (without election with the payment intent of any amendment or similar fees having the respective positions of the Lenders and Borrower after such election conform as nearly as possible to their respective positions as of the date of this Agreement. Notwithstanding anything in this Agreement to the Agent or contrary, for the Lenders) purposes of calculating compliance with the financial covenants of this Agreement, no effect shall be given to preserve the original intent thereof in light of such any change in GAAP or arising out of a change described in the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Proposed Accounting Standards Codification 000-00-00 Update to Leases (previously referred to as Statement of Financial Accounting Standards 159Topic 840) (dated August 17, 2010 or any other Accounting Standards Codification or Financial Accounting Standard having a substantially similar result or effect) to value any Debt or other liabilities of pronouncement. When used herein, the Borrowers or any Subsidiary at term “fair value”, as defined therein financial statements” shall include the notes and (ii) any treatment of Debt schedules thereto. Whenever the term “Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described thereinrelated definition, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases understood to mean Borrower and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewitheach of its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt term "Borrowers" is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrowers and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be mademeaning customarily given in accordance with GAAP, and all financial statements computations hereunder shall be preparedcomputed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied on a basis consistent with and using the most recent audited same method for inventory valuation as used in the preparation of the financial statements of Holdings delivered Parent most recently received by Agent prior to the Agent before the Third Restatement Datedate hereof; provided, howeverthat, that if upon the Lead Borrower notifies adoption by Parent of IFRS as required by Parent’s independent certified public accountants or in the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect event of any change in GAAP or the application thereof occurring after the date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or Agent may, and at the request of this Agreement on Required Lenders shall, by notice to Administrative Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the operation adoption by Parent of such provision, regardless of whether any such notice is given before IFRS or after such the applicable change in GAAP or in became effective, until either the application thereof, then such provision shall be interpreted on notice from the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been applicable party is withdrawn or such provision covenant is amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or a manner satisfactory to Parent, Agent and the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above contained herein, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that does not include any qualification, explanation, supplemental comment or other comment concerning the ability of the applicable person to continue as a going concern or the definition scope of Capital Leasethe audit. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the event context clearly requires otherwise. For purposes of an accounting change requiring all calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence a manner consistent with the current treatment under GAAP as in effect on the date hereof) Closing Date, notwithstanding any modification or interpretive changes thereto that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithmay occur hereafter.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all accounting terms used herein shall be interpreted, all accounting determinations shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent audited annual or quarterly financial statements of Holdings delivered pursuant to the Agent before the Third Restatement DateSection 7.1; provided, however, that if (a) the Lead Borrower notifies Credit Parties shall object to determining such compliance on such basis at the Agent that the Borrowers wish time of delivery of such financial statements due to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring rules promulgated with respect thereto or (b) the Lender shall so object in writing within 60 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Credit Parties to the Lender as to which no such objection shall have been made. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made under the financial covenants set forth in Section 7.11 after any Asset Disposition or to determine pro forma compliance with respect to any such Asset Disposition, such Asset Disposition shall be deemed to have occurred on the first day of the four fiscal quarter period immediately preceding the date of this Agreement on such Asset Disposition and the operation applicable income statement items (whether positive or negative) and Indebtedness attributable to the Person or Property related to the applicable Asset Disposition shall be excluded (rather than included) from such calculation. Notwithstanding the foregoing, following the disposition of the Communications Division, the Meridian Business (to the extent such provisiondisposition is approved in writing by the Lender) or Ship & Debit Division, regardless of as applicable, the income statement items (whether any positive or negative) attributable to such notice is given before division or after such change in GAAP or business shall be included in the application thereof, then such provision shall be interpreted on calculation of the basis of GAAP as financial covenants set forth in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees Section 7.11 to the Agent or the Lenders) extent related to preserve the original intent thereof any period applicable in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithcalculation.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as Unless otherwise specified herein), all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of Holdings Borrower delivered to the Agent before the Third Restatement DateAgent; provided, howeverthat, that if in the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect event of any change in GAAP or the application thereof occurring after the date of this Agreement on hereof that affects the operation of covenant in Section 10 hereof, Borrower may by notice to Agent, or Agent may by notice to Borrower require that such provisioncovenants be calculated in accordance with GAAP as in effect, regardless of whether any such notice is given and as applied by Borrower immediately before or after such the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such covenant is amended in a manner satisfactory to Borrower and Agent. Borrower shall deliver to Agent at the same time as the delivery of any financial statements given in accordance with the provisions of Section 8.1 hereof (i) a description in reasonable detail of any material change in the application thereof, then such provision shall be interpreted on of accounting principles employed in the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment preparation of such affected provisions (without financial statements from those applied in the payment of any amendment most recently preceding monthly, quarterly or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or annual financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein statements and (ii) any treatment a reasonable estimate of Debt the effect on the financial statements on account of such changes in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRSapplication. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (i) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (ii) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (A) unqualified, and (B) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt term "Borrowers" is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except a) Except as otherwise specified expressly provided herein), all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to clauses (a), (b), (c) and (d) of Section 7.1 shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, prepared in accordance with GAAP applied on a basis consistent with as in effect at the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation time of such provision, regardless of whether preparation. If at any such notice is given before or after such time any change in GAAP or in the consistent application thereofthereof would affect the computation of any financial covenant or requirement set forth in any Credit Document, then such provision shall be interpreted on and either the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required LendersLenders shall object in writing to determining compliance based on such change, then the Lead Administrative Agent and Borrower and the Agent shall negotiate in good faith to enter into an amendment of amend such affected provisions (without the payment of any amendment financial covenant, requirement or similar fees to the Agent or the Lenders) applicable defined terms to preserve the original intent thereof in light of such change in to GAAP or (it being understood and agreed that such amendments agreed between the application thereof subject to Administrative Agent and the approval Borrower shall require consent of the Required Lenders (not only), provided that, until so amended such computations shall continue to be unreasonably withheldmade on a basis consistent with the most recent financial statements delivered pursuant to clauses (a), conditioned or delayed(b); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (ic) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (iid) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) Section 7.1 as to value any which no such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or objection has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRSbeen made. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an Credit Documents, and notwithstanding any accounting change requiring all after January 1, 2019 that would require lease obligations (whether such lease obligations are entered into before or after such date) that would be treated as operating leases to be capitalized, only those leases (assuming classified and accounted for purposes hereof that they were in existence as Capital Leases or otherwise reflected on the consolidated balance sheet of the Parent and its Subsidiaries, for the purposes of determining compliance with any covenant contained herein, such obligations shall be treated in the same manner as operating leases are treated as of such date hereof) that would and shall not constitute Indebtedness or a Capital Leases on of the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement Parent or any other Loan Document shall be made of its Subsidiaries as a result of such changes in accordance therewithaccounting.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all terms of an accounting terms or financial nature shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered GAAP, as in effect from time to the Agent before the Third Restatement Datetime; providedprovided that, however, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish Lead Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof occurring after (including the date of this Agreement conversion to IFRS as described below) on the operation of such provisionprovision (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers a Borrower or any Subsidiary at “fair value”, ,” as defined therein and (ii) any treatment of Debt Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt Indebtedness in a reduced or bifurcated manner as described therein, and such Debt Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything IFRS (provided that after such conversion, the Lead Borrower cannot elect to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables report under this Agreement or any other Loan Document shall be made in accordance therewithGAAP).

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts schedules thereto. Whenever the terms “Parent” and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” are used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Administrative Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Administrative Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in nearly as possible to their respective positions prior to giving effect and applied immediately before to such change shall have become effective Accounting Change and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with generally accepted accounting principles as in effect in the United States from time to time (“GAAP”); provided that (a) if there is any change in GAAP from such principles applied on a basis consistent with in the most recent preparation of the audited financial statements referred to in Section 4.06 (“Initial GAAP”) that is material in respect of Holdings delivered the calculation of compliance with the covenant set forth in Section 6.15 and/or any other leverage ratio or financial test used herein, the Borrower shall give prompt notice of such change to the Agent before and the Third Restatement Date; providedLenders, however, that (b) if Holdings or the Lead Borrower notifies the Agent that Holdings or the Borrowers wish to amend Borrower requests an amendment of any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP (or the application thereof occurring after thereof) from Initial GAAP (or if the date Agent or the Required Lenders request an amendment of this Agreement on the operation of any provision hereof for such provisionpurpose), regardless of whether any such notice is given before or after such change in GAAP (or in the application thereof), then the Agent and the Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided, however, that such provision shall be interpreted applied on the basis of GAAP generally accepted accounting principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith; provided further . Notwithstanding any changes in GAAP after the Closing Date, any lease of Holdings or any Subsidiary that if would be characterized as an amendment operating lease under GAAP in effect on the Closing Date, whether such lease is requested by entered into before or after the Lead Borrower Closing Date, shall not constitute Indebtedness or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment a Capital Lease under this Agreement or any other Loan Document as a result of such affected provisions (without the payment of changes in GAAP. Notwithstanding any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheldother provision contained herein, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made made, without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 133 and 159 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers Holdings or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Restatement Effective Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in a reduced or bifurcated manner as described thereinmean Revolving Loan Borrower, and such Debt shall at all times be valued at its Subsidiaries on a consolidated basis, unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Parent Guarantor and Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent or any Lender notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent, Lenders, Parent Guarantor and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Loan Parties after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAPfinancial statements” shall mean international financial reporting standards pursuant to IFRSinclude the notes and schedules thereto. Notwithstanding anything to the contrary above contained herein, (a) all references to “Borrowers and their Subsidiaries” in connection with any accounting terms, financial covenants and financial statements contained herein shall be deemed to refer to “Ultimate Parent and its Subsidiaries” after a Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein (including, without limitation, any financial covenant set forth in Section 7 and any Additional Provision) shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (c) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP as in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence effect on the date hereofClosing Date (whether such lease is entered into before or after the Closing Date) that would shall not constitute a Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables Lease under this Agreement or any other Loan Document shall be made as a result of such changes in accordance therewithGAAP unless otherwise agreed to in writing by the Administrative Borrower and the Required Lenders.

Accounting Terms. Under the Loan Documents (except a) Except as otherwise specified expressly provided herein), all terms of an accounting terms or financial nature shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered GAAP, as in effect from time to the Agent before the Third Restatement Datetime; providedprovided that, however, that if the Lead any Borrower notifies the Administrative Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP or the application thereof occurring after the date of this Agreement hereof in GAAP or in the application thereof on the operation of such provisionprovision (or if Administrative Agent notifies each Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested . Financial statements and other information required to be delivered by a Borrower to Administrative Agent pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP consistently applied (subject to, in the Lead Borrower or the Required Lenderscase of financial statements delivered pursuant to Sections 5.01(a), then the Lead Borrower normal year-end audit adjustments and the Agent shall negotiate absence of footnotes) (and delivered together with the reconciliation statements provided for in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees Section 5.01(d), if applicable). Subject to the Agent or foregoing, calculations in connection with the Lenders) to preserve the original intent thereof definitions, covenants and other provisions hereof shall utilize accounting principles and policies in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheldconformity with GAAP. Notwithstanding any other provision contained herein, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts amounts, definitions, covenants and ratios referred to herein shall be made (i) without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers any Borrower, any other Credit Party or any OZ Subsidiary thereof at “fair value”, ,” as defined therein therein, and (ii) without giving effect to proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, (Topic 842) issued May 16, 2013, any treatment successor proposal, any implementation thereof, any oral or public deliberations by the Financial Accounting Standards Board regarding the foregoing, or any other change in GAAP after April 10, 2018 that would require the obligations of Debt a Person in respect of convertible debt instruments under Accounting Standards Codification 470-20 (an operating lease or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner lease that would be treated as described thereinan operating lease on April 10, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases 2018 to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute recharacterized as a Capital Leases on the Third Restatement Date shall be considered Lease or Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithLease Obligations.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit, and (c) if at any time the obligations of a Person in the event respect of an accounting change requiring all leases operating lease are required to be capitalizedrecharacterized as a Capital Lease as a result of a change in GAAP after the Closing Date, only those leases (assuming then for purposes hereof that they were in existence on the date hereof) that would constitute such Person’s operating leases shall not be deemed to be Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under for purposes of this Agreement or any other Loan Document shall be made in accordance therewithAgreement.

Accounting Terms. Under As used in this Agreement, the other Loan Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms shall be interpreted, all not defined in Section 1.2 or elsewhere in this Agreement and accounting determinations shall be made, and all financial statements shall be prepared, terms partly defined in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered Section 1.2 to the Agent before extent not defined, have the Third Restatement Daterespective meanings given to them under GAAP; provided, however, that whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrowers for the fiscal year ended January 31, 2011. Any reference herein to GAAP “as consistently applied” shall mean GAAP as consistently applied after giving effect to any changes in GAAP, provided, that any financial statements delivered pursuant to Sections 9.7, 9.8 or 9.9 that are prepared after any such change in GAAP shall be accompanied by a reconciliation between such financial statements after giving effect to such change in GAAP and such financial statements without giving effect to such change GAAP. Notwithstanding the foregoing, if the Lead Borrower notifies the Agent that the Borrowers wish to amend at any provision of this Agreement or the other Loan Documents to reflect the effect of time any change in GAAP would affect the computation of any financial covenant or the application thereof occurring after the date of this Agreement on the operation of such provisionrequirement set forth in any Loan Document, regardless of whether any such notice is given before and either Borrowing Agent, Agent, or after such change in GAAP or in the application thereofRequired Lenders so requests, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment of amend such affected provisions (without the payment of any amendment covenant or similar fees to the Agent or the Lenders) requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of Agent) it being understood that a Default or Event of Default under Section 6.5 shall not occur solely as a result of a change in GAAP to the Required Lenders extent such Default or Event of Default would not have occurred absent such change in GAAP; provided that, until so amended, (not a) such covenant or requirement will continue to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construeddetermined in accordance with GAAP prior to such change, and all computations of amounts (b) Borrowers shall provide to Agent financial statements and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is documents required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be as reasonably requested hereunder setting forth a reconciliation between calculations of such covenant or requirement made both before and after giving effect to such change in accordance therewithGAAP.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions prior to such change shall have become effective Accounting Change and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt term "Borrower" is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change Accounting Change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith; provided further that if an amendment . When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” or “Borrowers” is requested by used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees context clearly requires otherwise. Notwithstanding anything to the Agent or the Lenderscontrary contained herein, (a) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to all financial statements delivered hereunder shall be unreasonably withheldprepared, conditioned or delayed); provided further that and all terms of an accounting or financial nature used covenants contained herein shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 825 (or any other Accounting Standards Codification or Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any Debt explanation, supplemental comment, or other liabilities comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) their Subsidiaries that would be characterized as an operating lease under GAAP, whether such lease is entered into before or after the Closing Date, shall not constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables a Finance Lease under this Agreement or any other Loan Document shall be made as a result of such changes in accordance therewithGAAP unless otherwise agreed to in writing by the Borrowers and Required Lenders.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, howeverthat, that if the Lead Borrower Parent notifies the Agent that the Borrowers wish it requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Loan Parties agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Loan Parties after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a GAAP financial statement determination, financial covenant, financial calculation or any other Accounting Standards Codification financial ratio, or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewith.comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit

Accounting Terms. Under Subject to the Loan Documents (except as otherwise specified herein)third sentence of this Section 1.2, all accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAPfinancial statements” shall mean international financial reporting standards pursuant to IFRSinclude the notes and schedules thereto. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the later of (i) the date of this Agreement or (ii) the date of the most recent amendment to any provision hereof to eliminate the effect of any Accounting Change or in the application thereof on the operation of such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit. Furthermore, notwithstanding any other provision contained herein, except with respect to financial statements delivered pursuant to Sections 4.8 and 5.1, any lease that would have been characterized as an operating lease in accordance with GAAP prior to the date of Administrative Borrower’s adoption of ASC 842 (whether or not such lease was in effect on such date) shall not constitute a capital or finance lease, and any such lease shall be, for all purposes of this Agreement, treated as though it were reflected on Administrative Borrower’s consolidated financial statements in the event same manner as an operating lease would have been reflected prior to Company’s adoption of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithASC 842.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial covenants contained herein shall be considered Capital Leases and all calculations and deliverables calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) intent of having the respective positions of the Lenders and BorrowerParent and its Restricted Subsidiaries after such Accounting Change conform as nearly as possible to preserve their respective positions as of the original intent thereof in light date of this Agreementimmediately before such change in GAAP or the application thereof subject Accounting Change took effect and, until any such amendments have been agreed upon and agreed to the approval of by the Required Lenders (not to be unreasonably withheldand Borrower, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein the provisions in this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt BorrowerParent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean BorrowerParent and its Restricted Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition of Capital Leasefair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment, in each case, concerning the event ability of an accounting change requiring all leases the applicable Person to continue as a going concern or concerning the scope of the audit; provided, that it shall not be capitalizeda violation of the foregoing, only if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the Maturity Date is subject to a “going concern” or other qualification solely as a result of such impending Maturity Date). Whether a lease constitutes a Capitalized Lease Obligation shall be determined in accordance with GAAP and policies in conformity with those leases (assuming for purposes hereof that they were used to prepare the financial statements of Borrower and its Subsidiaries fiscal year ended December 31, 2011as in existence effect on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithAmendment Effective Date.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all accounting terms not otherwise defined herein shall have the meanings assigned to them, or shall otherwise be interpreted or calculated, in conformity with GAAP, and without duplication. Financial Statements and other information required to be delivered by the Borrower to Lenders pursuant to Section 5.1 shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, prepared in accordance with GAAP applied on a basis consistent with as in effect at the most recent audited time of such preparation; provided that it is acknowledged that financial statements of Holdings delivered the Target prepared prior to the Agent before Closing Date were prepared in accordance with IFRS and that there shall be no obligation to restate such financial statements or provide a detailed reconciliation with GAAP; and provided further that for the Third Restatement Date; providedavoidance of doubt, howeverthe audited Financial Statements of the Borrower and its Subsidiaries (including the Target Group) for period ending December 31, that 2011 shall be prepared in accordance with GAAP. Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Borrower’s Original Financial Statements. Notwithstanding the foregoing, if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of there occurs any change in GAAP or in the application thereof occurring after the date Signing Date, and either the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of this Agreement such change on the operation of any definition, covenant or other provision hereof or the Facility Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such provisionpurpose, then (a) the Borrower and the Facility Agent shall negotiate in good faith amendments to the relevant provisions hereof with the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP (or the application of GAAP) conform as nearly as possible to their respective positions as of the Signing Date (and such amendments, once agreed, shall be binding on all parties hereto); and (b) regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenderswith clause (a) above. In addition and notwithstanding any other provision contained herein, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value”, as defined therein and (ii) therein. A reference to “cash” means money, currency or a credit balance on deposit in any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithbank account.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables the financial covenant contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrowers agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to preserve the original intent thereof in light of their respective positions immediately before such change in GAAP or the application thereof subject Accounting Change took effect and, until any such amendments have been agreed upon and agreed to the approval of by the Required Lenders (not to be unreasonably withheldand the Borrowers, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein the provisions in this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (schedules thereto. Whenever the term “Parent” or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (other than any qualification pertaining to the impending maturity of the Obligations occurring within twelve (12) months after such audit) .

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, howeverthat, that if the Lead a Borrower notifies the Agent Lender that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Changes occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lender and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrowers agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith amendments to enter into an amendment the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of Lender and Borrowers after such change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by Lender, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. A Loan Party shall deliver to Lender at the same time as the delivery of any financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such affected provisions financial statements from those applied in the most recently preceding monthly, quarterly or annual financial statements and (without b) a reasonable estimate of the payment of any amendment or similar fees to effect on the Agent or the Lenders) to preserve the original intent thereof in light financial statements on account of such change changes in GAAP or application. When used herein, the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or term “financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAPstatements” shall mean international financial reporting standards pursuant to IFRSinclude the notes and schedules thereto. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (i) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (ii) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (A) unqualified, and (B) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (schedules thereto. Whenever the term “Parent” or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Parent and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewith.comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, provided that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Revolving Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrowers and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables the financial covenant contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document shall be made in accordance therewithcomment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically or completely defined herein shall be interpreted, all accounting determinations shall be madeconstrued in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be calculated, submitted and/or delivered (or deemed delivered) pursuant to this Agreement shall be preparedprepared in conformity with, GAAP, applied in a manner consistent with, (a) solely with respect to such financial data required to be calculated, submitted and/or delivered (or deemed delivered) prior to the Seventh Amendment Effective Date (other than with respect to any Test Periods ending after December 31, 2018), the Historical Financial Statements, and (b) with respect to such financial data required to be so calculated, submitted and/or delivered (or deemed delivered) on or after the Seventh Amendment Effective or with respect to any Test Period ending on or after March 31, 2019, the unaudited consolidated financial statements and audited consolidated financial statements first delivered (or deemed delivered) to the Lenders after the Seventh Amendment Effective Date, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements each case of Holdings delivered to the Agent before the Third Restatement Dateclauses (a) and (b) hereof, except as otherwise specifically prescribed herein; provided, however, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change occurring after the Seventh Amendment Effective Date in GAAP or in the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders. Notwithstanding any other provision contained herein, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made giving effect to Financial Accounting Standards Board Accounting Standards Codification 842 with respect to the accounting treatment of capital leases and operating leases thereof, but without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Lease, in the event applicable Person to continue as a going concern or concerning the scope of the audit (other than as a result of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on upcoming maturity date under the date hereof) that would constitute Capital Leases on Loan Documents occurring within one year from the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithtime such report is delivered).

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent Lender that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date, or in the application thereof occurring after the date of this Agreement on the operation of (or if Lender notifies Borrower that Lender requests an amendment to any provision hereof for such provisionpurpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lender and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrower agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) to preserve intent of having the original intent thereof in light of such change in GAAP or the application thereof subject to the approval respective positions of the Required Lenders (not Lender and Borrower after such Accounting Change conform as nearly as possible to be unreasonably withheldtheir respective positions as of the date of this Agreement and, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein until any such amendments have been agreed upon, the provisions in this Agreement shall be construedcalculated as if no such Accounting Change had occurred. Whenever used herein, the term “financial statements” shall include the footnotes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described thereinrelated definition, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases understood to mean Borrower and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithits Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing 55 Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrowers and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit; provided, in that it shall not be a violation of this clause (b) if the event opinion or report accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Loans is subject to a “going concern” qualification that is solely as a result of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the impending stated final maturity date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithAgreement.

Accounting Terms. Under As used in this Agreement, the Loan Other Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, defined in accordance with GAAP; provided that, notwithstanding the foregoing, if there occurs after March 31, 2021 any change in GAAP applied on a basis consistent with that affects in any respect the most recent audited financial statements calculation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of covenant set forth in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP such calculations, and either Required Lenders or the application thereof occurring after the date of this Agreement on the operation of such provisionBorrowing Agent so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lenders and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or respective positions of Agent, Lenders and the Lenders) to preserve the original intent thereof in light of Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the application thereof subject appropriate financial information required hereunder with respect to the approval of Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (such change has no material effect on the calculation of, or compliance with, any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”financial covenant contained herein), as defined therein and (ii) does not include any treatment explanation, supplemental comment, or other comment concerning the ability of Debt the applicable Person to continue as a going concern or concerning the scope of the audit, except in respect the case of convertible debt instruments under Accounting Standards Codification 470-20 each of the foregoing clauses (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effecti) to value and (ii), any such Debt in a reduced qualification, explanation, supplemental comment, or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through comment resulting solely from (1) an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything upcoming maturity date with respect to the contrary above Term Loan or the definition Revolving Loan Indebtedness or (2) a breach or anticipated breach of Capital Leasea financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the event Historical Audited Financial Statements for all purposes of an accounting this Agreement, notwithstanding any change requiring all leases to be capitalizedin GAAP relating thereto, only those leases (assuming unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithabove.

Accounting Terms. Under As used in this Agreement, the Loan Other Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, defined in accordance with GAAP; provided that, notwithstanding the foregoing, if there occurs after March 31, 2021 any change in GAAP applied on a basis consistent with that affects in any respect the most recent audited financial statements calculation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of covenant set forth in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP such calculations, and either Agent or the application thereof occurring after the date of this Agreement on the operation of such provisionBorrowing Agent so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or respective positions of Agent, Lenders and the Lenders) to preserve the original intent thereof in light of Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the NinthTenth Amendment Effective Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the application thereof subject appropriate financial information required hereunder with respect to the approval of Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (such change has no material effect on the calculation of, or compliance with, any other Accounting Standards Codification financial covenant contained herein or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities the determination of the Borrowers or any Subsidiary at “fair value”Formula Amount), as defined therein and (ii) does not include any treatment explanation, supplemental comment, or other comment concerning the ability of Debt the applicable Person to continue as a going concern or concerning the scope of the audit, except in respect the case of convertible debt instruments under Accounting Standards Codification 470-20 each of the foregoing clauses (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effecti) to value and (ii), any such Debt in a reduced qualification, explanation, supplemental comment or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through comment resulting solely from (1) an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything upcoming maturity date with respect to the contrary above Obligations or the definition Term Loan Indebtedness or (2) a breach or anticipated breach of Capital Leasea financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the event Historical Audited Financial Statements for all purposes of an accounting this Agreement, notwithstanding any change requiring all leases to be capitalizedin GAAP relating thereto, only those leases (assuming unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithabove.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent Lender that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change changes in GAAP accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date or in the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Lender notifies Borrower that Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Lender and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrower agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) intent of having the respective positions of Lender and Borrower after such Accounting Change conform as nearly as possible to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval their respective positions as of the Required Lenders (not date of this Agreement and, until any such amendments have been agreed upon and agreed to be unreasonably withheldby Lender, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein the provisions in this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. For the purposes hereof, “fiscal quarter” shall be made in accordance therewithmean each quarterly accounting period during any fiscal year; provided, that, all references to the fiscal quarter ending March 31, June 30, September 30 or December 31 shall mean the first, second, third or fourth fiscal quarter of the applicable fiscal year, respectively, irrespective of the actual date on which such fiscal quarter may end.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other financial data (including financial ratios and other financial calculations) required to be delivered by Borrower Representative to Lenders pursuant to this Agreement shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, prepared in accordance with GAAP applied on a basis consistent as in effect at the time of such preparation (and delivered together with the most recent audited financial reconciliation statements of Holdings delivered to the Agent before the Third Restatement Date; providedprovided for in Section 5.01(e), however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend applicable). If at any provision of this Agreement or the other Loan Documents to reflect the effect of time any change in GAAP would affect the computation of any financial ratio set forth in any Credit Document, and the Borrower Representative or the application thereof occurring after the date of this Agreement on the operation of such provisionRequisite Lenders shall so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower Administrative Agent and the Agent Borrower Representative shall negotiate in good faith to enter into an amendment of amend such affected provisions (without the payment of any amendment ratio or similar fees to the Agent or the Lenders) requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to approval by the approval of Requisite Lenders and the Required Lenders (not to be unreasonably withheld, conditioned or delayedBorrower Representative); provided further that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein, and the Borrower Representative shall provide to Administrative Agent and the Lenders within five (5) days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Senior Officer of the Borrower Representative setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenant as set forth in Section 6.08) that would have resulted if such financial statements had been prepared without giving effect to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made made, without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 159 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers or any Subsidiary of their respective Subsidiaries at “fair value”, ,” as defined therein and or (ii) any treatment of Debt Indebtedness in respect of convertible debt instruments under Accounting Standards Codification ASC 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard financial accounting standard having a similar result or effect) to value any such Debt Indebtedness in a DOC ID - 36220401.1 reduced or bifurcated manner as described therein, and such Debt Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms shall not specifically defined herein sha ll be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, howeverprovided , that , if the Lead Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change in GAAP or the application thereof Accounting Change occurring after the date of this Agreement Closing Date or in the application the reof on the operation of such provisionprovision (or if Agent notifies Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in i n the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further Borrowers agree that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall they will negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees amendments to the Agent or provisions of this Agreement that are directly affected by such Accounting Change with the Lenders) intent of having the respective positions of Xxxxx xx and Borrowers after such Accounting Change conform as nearly as possible to preserve their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and reasonably agreed to by Agent, the original intent thereof prov isions in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair valueParent”, as defined therein and (ii) any treatment of Debt “Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a fin ancial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financia l statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topi c 825 (or any other Loan Document shall be made in accordance therewith.similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. 1.3

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Parent” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above or the definition of Capital Leasecontained herein, in the event of an accounting change requiring (a) all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date financial statements delivered hereunder shall be considered Capital Leases prepared, and all calculations and deliverables financial covenants contained herein shall be calculated, without giving effect to any election under this Agreement the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other Loan Document comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding anything to the contrary contained herein, all financial statements delivered hereunder shall be made in accordance therewithprepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified provided herein), all accounting terms not otherwise defined herein shall have the meanings assigned to Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be interpreted, deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all accounting determinations such recoveries of Aggregate Amounts Due shall be madeshared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, and if all financial statements or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be preparedrescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest; provided, further, that the provisions of this Section 2.13 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision express terms of this Agreement or any payment obtained by a Lender as consideration for the other Loan Documents to reflect the effect assignment of or sale of a participation in any change of its Loans or participations in GAAP any payment or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested disbursement made by the Lead Issuing Bank pursuant to a Letter of Credit to any assignee or participant in any drawing under a Letter of Credit. The Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees consents to the Agent foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Lenders) Borrower to preserve that holder with respect thereto as fully as if that holder were owed the original intent thereof in light of such change in GAAP or the application thereof subject to the approval amount of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further participation held by that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithholder.

Accounting Terms. Under As used in this Agreement, the Loan Other Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, defined in accordance with GAAP; provided that, notwithstanding the foregoing, if there occurs after March 31, 2021 any change in GAAP applied on a basis consistent with that affects in any respect the most recent audited financial statements calculation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of covenant set forth in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP such calculations, and either Agent or the application thereof occurring after the date of this Agreement on the operation of such provisionBorrowing Agent so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or respective positions of Agent, Lenders and the Lenders) to preserve the original intent thereof in light of Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the SeventhNinth Amendment Effective Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the application thereof subject appropriate financial information required hereunder with respect to the approval of Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (such change has no material effect on the calculation of, or compliance with, any other Accounting Standards Codification financial covenant contained herein or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities the determination of the Borrowers or any Subsidiary at “fair value”Formula Amount), as defined therein and (ii) does not include any treatment explanation, supplemental comment, or other comment concerning the ability of Debt the applicable Person to continue as a going concern or concerning the scope of Signature Page to Revolving Credit and Security Agreement the audit, except in respect the case of convertible debt instruments under Accounting Standards Codification 470-20 each of the foregoing clauses (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effecti) to value and (ii), any such Debt in a reduced qualification, explanation, supplemental comment or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through comment resulting solely from (1) an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything upcoming maturity date with respect to the contrary above Obligations or the definition Term Loan Indebtedness or (2) a breach or anticipated breach of Capital Leasea financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the event Historical Audited Financial Statements for all purposes of an accounting this Agreement, notwithstanding any change requiring all leases to be capitalizedin GAAP relating thereto, only those leases (assuming unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithabove.

Accounting Terms. Under the Loan Documents (except as Unless otherwise specified herein), all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of Holdings the Borrower delivered to the Agent before the Third Restatement DateLenders; providedprovided that, however, that if the Lead Borrower notifies the Administrative Agent that the Borrowers wish it wishes to amend any provision of this Agreement or the other Loan Documents covenant in Section 5.9 to reflect eliminate the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such notice is given before or after such change in GAAP or in the application thereofpurpose), then the Borrower’s compliance with such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been withdrawn or such provision amended made in accordance herewith; provided further that if an amendment is requested by with the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein above and (ii) any treatment a reasonable estimate of Debt the effect on the financial statements on account of such changes in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRSapplication. Notwithstanding anything to the contrary above or above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 (including without limitation for purposes of the definition of Capital Lease“Pro Forma Basis” set forth in Section 1.1), after consummation of any Permitted Acquisition, (a) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date such transaction shall be considered Capital Leases included in such calculations to the extent relating to such applicable period, and all (b) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithdeemed to have been retired as of the first day of such applicable period.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Borrower and its Restricted Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP or application of GAAP after March 30, in 2018, any lease of the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) Borrower or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on March 30, 2018, or as applied on March 30, 2018 (whether such lease is entered into before or after March 30, 2018) shall not constitute a Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables Lease under this Agreement or any other Loan Document shall be made as a result of such changes in accordance therewithGAAP or application thereof unless otherwise agreed to in writing by the Borrower and Required Lenders.

Accounting Terms. Under the Loan Documents (except Except as otherwise specified expressly provided herein), all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other financial data (including financial ratios and other financial calculations) required to be delivered by Borrower Representative to Lenders pursuant to this Agreement shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, prepared in accordance with GAAP applied on a basis consistent as in effect at the time of such preparation (and delivered together with the most recent audited financial reconciliation statements of Holdings delivered to the Agent before the Third Restatement Date; providedprovided for in Section 5.01(e), however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend applicable). If at any provision of this Agreement or the other Loan Documents to reflect the effect of time any change in GAAP would affect the computation of any financial ratio set forth in any Credit Document, and the Borrower Representative or the application thereof occurring after the date of this Agreement on the operation of such provisionRequisite Lenders shall so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower Administrative Agent and the Agent Borrower Representative shall negotiate in good faith to enter into an amendment of amend such affected provisions (without the payment of any amendment ratio or similar fees to the Agent or the Lenders) requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to approval by the approval of Requisite Lenders and the Required Lenders (not to be unreasonably withheld, conditioned or delayedBorrower Representative); provided further that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein, and the Borrower Representative shall provide to Administrative Agent and the Lenders within five (5) days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Senior Officer of the Borrower Representative setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the financial covenant as set forth in Section 6.08) that would have resulted if such financial statements had been prepared without giving effect to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made made, without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 159 (or any other Accounting Standards Codification or Financial Accounting Standard having a NAI-1537228099v31537241654v2 similar result or effect) to value any Debt Indebtedness or other liabilities of the Borrowers or any Subsidiary of their respective Subsidiaries at “fair value”, ,” as defined therein and or (ii) any treatment of Debt Indebtedness in respect of convertible debt instruments under Accounting Standards Codification ASC 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard financial accounting standard having a similar result or effect) to value any such Debt Indebtedness in a reduced or bifurcated manner as described therein, and such Debt Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

Accounting Terms. Under the Loan Documents (except a) Except as otherwise specified specifically provided herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used not specifically or completely defined herein shall be construedconstrued in accordance with, and all computations of amounts financial data (including financial ratios and ratios referred other financial calculations) required to herein be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, provided that if the Parent Borrower notifies the Administrative Agent (who shall then notify the Lenders) that the Parent Borrower wishes to amend any provisions of Article VII (or the definitions applicable thereto) to eliminate the effect of any change in GAAP that occurs after the ThirdFifth Amendment Effective Date on the operation of any such provisions (or if the Administrative Agent notifies the Parent Borrower that the Required Lenders wish to amend Article VII (or the definitions applicable thereto) for such purpose), then (i) the Parent Borrower’s compliance with such covenants shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants are amended in a manner satisfactory to the Parent Borrower, the Administrative Agent and the Required Lenders, the Parent Borrower, the Administrative Agent and the Lenders agreeing to enter into good faith negotiations to amend any such provisions immediately upon receipt from any party entitled to send such notice and (ii) the Parent Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made without before and after giving effect to such change in GAAP. For the avoidance of doubt, (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt no commitment fees, amendment fees, upfront fees or other liabilities fees shall be payable in connection with any such amendment which are entered into solely to effect the provisions of the Borrowers or any Subsidiary at “fair value”, as defined therein this Section 1.05 and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (reference to Section 7.06 herein shall refer to Section 7.06 as amended, waived or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) otherwise modified from time to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made time in accordance therewithwith the terms of this Agreement.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied nearly as possible to their respective positions immediately before such change shall have become effective Accounting Change took effect and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean the Loan Parties and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding anything to the contrary contained in this Section 1.2 or in the definitions of “Capital Lease” or “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. 2016-02, in Leases (Topic 842) (“FAS 842”), to the event of an accounting change requiring all leases extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be capitalizedso treated under GAAP as in effect on December 31, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date 2015, such lease shall not be considered Capital Leases a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms. Under As used in this Agreement, the Loan Other Documents (except as otherwise specified herein)or any certificate, all report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, defined in accordance with GAAP; provided that, notwithstanding the foregoing, if there occurs after March 31, 20172021 any change in GAAP applied on a basis consistent with that affects in any respect the most recent audited financial statements calculation of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of covenant set forth in this Agreement or the other Loan Documents to reflect the effect definition of any change term defined under GAAP used in GAAP such calculations, and either Agent or the application thereof occurring after the date of this Agreement on the operation of such provisionBorrowing Agent so request, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect Agent and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Borrowing Agent shall negotiate in good faith to enter into an amendment amend the provisions of this Agreement that relate to the calculation of such affected provisions (without covenants with the payment intent of any amendment or similar fees to having the Agent or respective positions of Agent, Lenders and the Lenders) to preserve the original intent thereof in light of Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Seventh Amendment and RestatementEffective Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the application thereof subject appropriate financial information required hereunder with respect to the approval of Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (such change has no material effect on the calculation of, or compliance with, any other Accounting Standards Codification financial covenant contained herein or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities the determination of the Borrowers or any Subsidiary at “fair value”Formula Amount), as defined therein and (ii) does not include any treatment explanation, supplemental comment, or other comment concerning the ability of Debt the applicable Person to continue as a going concern or concerning the scope of the audit, except in respect the case of convertible debt instruments under Accounting Standards Codification 470-20 each of the foregoing clauses (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effecti) to value and (ii), any such Debt in a reduced qualification, explanation, supplemental comment or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through comment resulting solely from (1) an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything upcoming maturity date with respect to the contrary above Obligations or the definition Term Loan Indebtedness or (2) a breach or anticipated breach of Capital Leasea financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the event Historical Audited Financial Statements for all purposes of an accounting this Agreement, notwithstanding any change requiring all leases to be capitalizedin GAAP relating thereto, only those leases (assuming unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithabove.

Accounting Terms. Under Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be mademeaning customarily given in accordance with GAAP, and all financial statements computations hereunder shall be preparedcomputed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied on a basis consistent with and using the most recent audited same method for inventory valuation as used in the preparation of the financial statements of Holdings delivered Parent most recently received by Agent prior to the Agent before the Third Restatement Datedate hereof; provided, however, that (a) upon the adoption by Parent of IFRS as required by Parent’s independent certified public accountants and notification by Administrative Borrower to Agent of such adoption (the “IFRS Adoption”) or (b) if the Lead Administrative Borrower notifies the Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP the IFRS Adoption or Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on IFRS Adoption or Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such IFRS Adoption or Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower provisions in this Agreement, including the covenants, shall be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries as if no such IFRS Adoption or Accounting Change had occurred. In the Agent shall negotiate in good faith to enter into an amendment case of such affected provisions (without the payment of any amendment or similar fees to the Agent IFRS Adoption or the Lenders) Accounting Change until such covenants are amended in a manner satisfactory to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of Parent, Agent and the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that i) all terms calculations made for the purpose of an accounting or determining compliance with the financial nature used herein shall be construed, ratios and all computations of amounts and ratios referred to financial covenants contained herein shall be made without giving effect on a basis consistent with GAAP in existence immediately prior to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein such adoption and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards statements delivered pursuant to IFRSSection 5.1 shall be accompanied by a reconciliation showing the adjustments made to calculate such financial ratios and financial covenants. Notwithstanding anything to the contrary above contained herein, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that does not include any qualification, explanation, supplemental comment or other comment concerning the ability of the applicable person to continue as a going concern or the definition scope of Capital Leasethe audit. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the event context clearly requires otherwise. For purposes of an accounting change requiring all calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence a manner consistent with the current treatment under GAAP as in effect on the date hereof) Closing Date, notwithstanding any modification or interpretive changes thereto that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewithmay occur hereafter.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms shall be interpretednot specifically defined herein, and all accounting determinations required to be made hereunder, in each case shall be made, and all financial statements shall be prepared, construed or made in accordance with GAAP applied (as in effect on a basis consistent with the most recent audited date on which such term is construed, such determination is made or any financial statements of Holdings delivered to the Agent before the Third Restatement Datestatement including such term or determination is prepared); provided, however, that if the Lead Borrower notifies the Borrowers notify Agent that the Borrowers wish request an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrowers after such Accounting Change conform as in effect and applied immediately before nearly as possible to their respective positions as of the date of this Agreement and, until any such change shall have become effective until such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrowers” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrowers and their Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is not qualified as to scope or contain any going concern or other qualification (other than any qualification (i) relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by such accountants or (ii) as a result of Capital Leasethe impending Maturity Date) and (c) to the extent that any change in GAAP after the Closing Date results in any lease which is, or would be, classified as an operating lease under GAAP as it exists on the Closing Date being classified as a capital lease under revised GAAP, such change in the event classification of an accounting change requiring all leases from operating leases to capital leases shall be capitalized, only those leases (assuming ignored for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under of this Agreement or any other Loan Document shall be made in accordance therewithAgreement.

Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all All accounting terms not specifically defined herein shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, construed in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement DateGAAP; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish Borrower requests an amendment to amend any provision of this Agreement or the other Loan Documents hereof to reflect eliminate the effect of any change Accounting Change occurring after the Closing Date or in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provisionprovision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such provision shall be interpreted on Accounting Change with the basis intent of GAAP having the respective positions of the Lenders and Borrower after such Accounting Change conform as in effect and applied immediately nearly as possible to their respective positions before such change shall have become effective Accounting Change and, until any such notice shall amendments have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested agreed upon and agreed to by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate provisions in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein this Agreement shall be construedcalculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of schedules thereto. Whenever the Borrowers or any Subsidiary at term “fair value”, as defined therein and (ii) any treatment of Debt Borrower” is used in respect of convertible debt instruments under Accounting Standards Codification 470-20 (a financial covenant or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) related definition, it shall be understood to value any such Debt in mean Borrower and its Restricted Subsidiaries on a reduced or bifurcated manner as described thereinconsolidated basis, and such Debt shall at all times be valued at unless the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRScontext clearly requires otherwise. Notwithstanding anything to the contrary above contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the definition fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of Capital Leasethe applicable Person to continue as a going concern or concerning the scope of the audit. Any obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standard Board on February 25, in 2016 of ASU No. 2016-02, Leases (Topic 842) (the event of an accounting change requiring all leases “ASU”) shall continue to be capitalized, only those accounted for as operating leases (assuming for purposes hereof that they of all financial definitions, calculations and covenants in this Agreement (whether or not such operating lease obligations were in existence effect on such date) notwithstanding the date hereof) fact that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made such obligations are required in accordance therewith.with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP