Common use of Accounting Terms; GAAP Clause in Contracts

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower Holdings or any Restricted Subsidiary at “fair value,” ”, as defined therein, and or any other accounting principle if, in each case, such election or such other accounting principle results in the amount of such Indebtedness being below or above the stated principal amount of such Indebtedness, (ii) any change in GAAP occurring after July 24, 2015 the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24the date hereof or (iii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, 2015and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (i) without giving effect to (i) any election under Accounting Standards Codification 825 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board Codification or update having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described in such provision and (iii) in a manner such that any obligations relating to a lease that (A), in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under accordance with GAAP as in effect on July 24the Effective Date, 2015would be accounted for by the Borrower as an operating lease or (B) was so accounted for on the Effective Date, whether or not amended such that it would be reassessed as a capital lease under the transition guidance in EITF Issue No. 01-8, “Determining Whether an Arrangement Contains a Lease,” shall, in either case, be accounted for as obligations relating to an operating lease and not as obligations relating to a capital lease (and shall not constitute Indebtedness hereunder).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 provided, further that any obligations relating to a lease that was accounted for by the Borrowers, Borrower or any of its Subsidiaries in accordance with GAAP as an operating lease as of the Effective Date and any operating lease entered into after the Effective Date by the Borrower or any of its Subsidiaries that would under GAAP as in effect on the one hand, Effective Date have been accounted for as an operating lease shall be accounted for as obligations relating to an operating lease and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding not as 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower Company notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the First Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, therein and (ii) any change in GAAP occurring after July 24, 2015 as a result treatment of the adoption of any proposals set forth in the Proposed Indebtedness under Accounting Standards Update, Leases Codification 470-20 or 2015-03 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding any other provision of this Agreement or the other Loan Documents to the contrary, (x) the determination of whether a lease constitutes a capital lease (or similar arrangement conveying the right to usea financing lease) as or an operating lease, and whether obligations arising under a capital lease where such lease (or similar arrangement) was not are required to be so treated under capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to GAAP as in effect on July 24, 2015the First Restatement Effective Date.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used herein in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Senior Secured Leverage Ratio, Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time on the Closing Date unless otherwise agreed to timeby the Borrower and the Required Lenders; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate reflect the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on (including the operation of such provision (or if conversion to IFRS as described below), then the Borrower and the Administrative Agent notifies the Borrowers that the Required Lenders request shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to any provision hereof the Lenders) to provide for such purpose), regardless of whether any such notice is given before or after such change in GAAP or the application thereof and/or to preserve the original intent thereof in light of such change in GAAP or the application thereof, then such provision shall in each case subject to the approval of the Required Lenders (not to 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 unreasonably withheld, conditioned or such provision amended in accordance herewithdelayed); provided provided, further, that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) or (ii) any election under Financial Assets and Accounting Standards Codification No. 825—Financial LiabilitiesInstruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of . If the adoption of any proposals set forth in Borrower notifies the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not Administrative Agent that it is required to be report under IFRS or has elected to do so treated through an early adoption policy, upon the execution of an amendment hereof in accordance therewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP as in effect on July 24, 2015GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if after the Parent date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent in writing (including via e-mail) Lender that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent Lender notifies the Borrowers Borrower that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 migration or change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 000-00-00 (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower Borrower, Holdco or any Restricted Subsidiary of Holdco at “fair value,” ”, as defined therein, therein and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the convertible debt instruments under Financial Accounting Standards Board on August 17, 2010, Accounting Standards Codification 470-20 (or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease (or similar arrangement conveying Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if after the Parent date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision provision; provided, the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lenders); (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 herewith (provided, that in the Borrowerscase of any amendment that is solely for such an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, on the one hand2010, and the LendersProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, on 2011 and January 4, 2012, there shall be no amendment fees paid to the other hand, agree to negotiate Lenders (but the Borrower shall be responsible for costs and expenses in good faith accordance with respect to any proposed amendment to eliminate or adjust for the effect terms of any such change in GAAP; and (b) notwithstanding this Agreement). 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary Loan Party at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (a) or any other Financial Accounting Standard or the corresponding Accounting Standards Codification Topic, as applicable, having a similar effect); provided, further that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that . Without limiting the Borrowers, on the one handforegoing, and for the Lendersavoidance of doubt, on if such a notice is given regarding a change in GAAP after such change is adopted but prior to its becoming effective, then the other handParent Borrower and the Administrative Agent shall, agree to negotiate acting reasonably and in good faith with respect to any proposed faith, negotiate an amendment to eliminate or adjust for the effect provisions of any this Agreement affected by such change in GAAP; and GAAP to preserve the original intent of such provisions in light of such change (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant subject to the Accounting Standards Codificationapproval of the Required Lenders), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any which amendment shall take effect when such change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015becomes effective.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) for purposes of any determinations associated with leases, including, without limitation, determinations of whether such leases are capital leases, whether obligations under such leases are Capital Lease Obligations, the amount of any Capital Lease Obligations associated with such leases, and the amount of operating expenses associated with such leases, Consolidated EBITDA, Consolidated QVC EBITDA, Consolidated zulily EBITDA, Indebtedness, the Consolidated Leverage Ratio and the Consolidated QVC Leverage Ratio shall be determined based on generally accepted accounting principles in the United States of America in effect on the Closing Date; provided further that, if the Parent Borrower notifies Borrowers notify the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower Time Warner notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Time Warner requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent (under and as defined in the Time Warner Credit Agreement) notifies the Borrowers Time Warner that the Required Lenders request (under and as defined in the Time Warner Credit Agreement) have requested an amendment to any provision hereof thereof 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 that . Notwithstanding anything in the Borrowersforegoing or the definition of “GAAP” to the contrary, on financial statements and other financial information of Borrower or any of its Subsidiaries may reflect generally accepted accounting principles of a jurisdiction other than the one handUnited States if the context requires. Notwithstanding the foregoing, and for purposes of determining compliance with any covenant (including the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect computation of any such change in GAAP; and (bfinancial covenant) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein computations 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 Statement of Financial Accounting Standards 159Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825, The Fair Value Option for “Financial Assets Instruments”, or FASB ASC Topic 470-20, “Debt with Conversion and Financial LiabilitiesOther Options”, (or any successor thereto (including pursuant to the Accounting Standards Codification), thereto) to value any Indebtedness of the Parent Borrower Time Warner or any Restricted Subsidiary its Subsidiaries at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 has been amended in accordance herewith; provided that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . Notwithstanding anything to the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate contrary in good faith with respect to any proposed amendment to eliminate this Agreement or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained hereinLoan Document, all terms of an accounting or financial nature used herein shall be construedconstrued (other than for purposes of Sections 3.04, 5.01(a) and 5.01(b)), and all computations of amounts and ratios referred to herein shall be made, without giving effect to (ia) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification having a similar result or effect) (and related interpretations) to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (iib) any change treatment of Indebtedness in GAAP occurring after July 24respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, 2015 and such Indebtedness shall at all times be valued at the full stated principal amount thereof, or (c) any valuation of Indebtedness below its full stated principal amount as a result of the adoption application of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithUpdate No. 2015-03, in each case if such change would require treating any lease (or similar arrangement conveying it being agreed that Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; , provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision (including any definition) 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 and 842 (Leases) and other related lease accounting guidance as in effect on the Closing Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the First Lien Rent Adjusted Net Leverage Ratio, the Secured Rent Adjusted Net Leverage Ratio, the Total Rent Adjusted Net Leverage Ratio, Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR or financial nature used herein Consolidated Total Assets shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose)provision, regardless of whether any such notice is given before or after such 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 becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided provided, further, that if the BorrowersBorrower so requests, on the one hand, Borrower and the Lenders, on the other hand, agree to Administrative Agent shall negotiate in good faith with respect to any proposed enter into an amendment to eliminate or adjust for of the effect relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAPGAAP or the application thereof; and (b) notwithstanding any other provision contained hereinprovided, 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, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary subsidiary at “fair value,” as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease (or similar arrangement conveying Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Closing Date; provided that ASU No. 2016-02 Leases (Topic 842) (or any other Financial Accounting Standard having a similar result or effect) shall be deemed a change in GAAP after the Closing Date, regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness assets or liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 in the Borrowersevent the Borrower requests such an amendment, on the one hand, Administrative Agent and the Lenders, on the other hand, agree to Required Lenders shall negotiate in good faith with respect to any evaluate such proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding amendment. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Restatement Effective Date and any similar lease entered into after the Restatement Effective Date by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating Borrower or any Subsidiary shall be accounted for as obligations relating to an operating lease (or similar arrangement conveying the right to use) and not as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Capital Lease Obligations.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that that, (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that herewith and (ii) notwithstanding anything in GAAP to the Borrowerscontrary, on for purposes of all financial calculations hereunder, the one hand, and amount of any Indebtedness outstanding at any time shall be the Lenders, on stated principal amount thereof (except to the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust extent such Indebtedness provides by its terms for the effect accretion of principal, in which case the amount of such Indebtedness at any time shall be its accreted amount at such change in GAAPtime); and (b) provided, further, that 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in to GAAP occurring after July 24, 2015 the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015the date hereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) for purposes of any determinations associated with leases, including, without limitation, determinations of whether such leases are capital leases, whether obligations under such leases are Capital Lease Obligations, the amount of any Capital Lease Obligations associated with such leases, and the amount of operating expenses associated with such leases, Consolidated EBITDA, Consolidated Interest Expense, Indebtedness, the Consolidated Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Interest Coverage Ratio shall be determined based on generally accepted accounting principles in the United States of America in effect on the Closing Date; provided, further, that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 is amended in accordance herewith; provided that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower Holdings notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Holdings 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. At any time after the Closing Date, Holdings may elect (by written notice to the Administrative Agent) to change its financial reporting (both hereunder and for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if Holdings notifies the Administrative Agent that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect Holdings requests an amendment to any proposed amendment provision hereof to eliminate or adjust for the effect of any change occurring as a result of the adoption of IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Administrative Agent or the Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, if, after the adoption of IFRS by Holdings, Holdings notifies the Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change in IFRS occurring after such adoption of IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings 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; IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and (b) notwithstanding applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 mademade (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) for the avoidance of doubt, except as provided in the definition of “Consolidated Net Income”, without giving effect to (i) any election under Statement the financial condition, results and performance of Financial Accounting Standards 159the Unrestricted Subsidiaries. For purposes of calculating Consolidated Net Income, The Fair Value Option for Financial Total Assets and Financial LiabilitiesConsolidated EBITDA under this Agreement and any other Loan Document, or any successor thereto (including pursuant to IGPHS shall be treated as a Restricted Subsidiary of Holdings, notwithstanding the Accounting Standards Codification), to value any Indebtedness fact that IGPHS is an Unrestricted Subsidiary for all other purposes of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Loan Documents.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or the financial nature used herein statements to be furnished to the Lenders pursuant hereto shall be construed made and prepared in accordance with GAAP (except as set forth in effect from time the notes thereto or as otherwise disclosed in writing by the Lead Borrower to timethe Lenders); provided that, except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Holdings delivered pursuant to Section 5.1 for the fiscal year ended December 31, 2018; provided, further, that (a) if the Parent Lead Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Fourth Restatement Effective Date in GAAP or in the application thereof on the operation of such any provision hereof (including as a result of an election to apply IFRS) (or if the Administrative Agent notifies the Borrowers Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP (or such election) or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. At any time after the Fourth Restatement Effective Date, Holdings may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any calculation or determination in this Agreement that requires the Borrowers, on application of GAAP for periods that include fiscal quarters ended prior to Holding’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Notwithstanding anything to the one hand, and the Lenders, on the other hand, agree to negotiate contrary in good faith with respect to any proposed amendment to eliminate this Agreement or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained hereinLoan Document, (a) 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 Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Lead Borrower or any Restricted Subsidiary at “fair value,” as defined therein, therein and (iib) if at any change time the obligations of any Person in GAAP occurring after July 24, 2015 respect of an operating lease are otherwise required to be characterized or recharacterized as capital or finance lease obligations as a result of a change in GAAP after the adoption of any proposals set forth in the Proposed Accounting Standards Updatedate hereof, Leases (Topic 840)then for purposes hereof such Person’s obligations under such operating lease shall not, issued by the Financial Accounting Standards Board on August 17notwithstanding such characterization or recharacterization, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015deemed Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the parties will negotiate in good faith the terms of such amendment and, until such amendment is effective, 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 that . Notwithstanding the Borrowersforegoing, on for purposes of determining compliance with any covenant (including the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect computation of any such change in GAAP; and (bfinancial covenant) notwithstanding any other provision contained herein, all terms Indebtedness of the Borrower and its Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount (or the accreted value thereof in the case of Indebtedness issued at a discount) thereof and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding anything to the contrary contained in the paragraph above or the definition of Capital Lease Obligations, in the event of an accounting or financial nature used herein shall change requiring all leases to be construedcapitalized, and all computations of amounts and ratios referred to herein shall be made, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Lease Obligations on the date hereof (without giving effect to (isuch accounting change) any election shall be considered Capital Lease Obligations and all calculations and deliverables under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, this Agreement or any other proposals issued by Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Financial Accounting Standards Board Administrative Agent in connection therewith, in each case if accordance with the terms of this Agreement after the date of such accounting change would require treating any lease (or similar arrangement conveying shall contain a schedule showing the right adjustments necessary to use) as a capital lease where reconcile such lease (or similar arrangement) was not required to be so treated under financial statements with GAAP as in effect on July 24, 2015immediately prior to such accounting change).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; herewith and (bii) 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, (A) without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iiC) without giving effect to any change in to GAAP occurring after July 24, 2015 the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24the date hereof and for all purposes under this Agreement and the Loan Documents, 2015including negative covenants, financial covenants and component definitions, the parties shall treat operating leases (or similar arrangements) and capital leases in a manner consistent with their current treatment under GAAP as in effect on the Effective Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if after the Parent date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any of, or to account for, such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent U.S. Borrower or any Restricted Subsidiary at “fair value,” as defined therein. In the event that historical accounting practices, systems or reserves relating to the components of the U.S. Borrowing Base or Canadian Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, without limitation of the Administrative Agent’s right to establish Reserves as otherwise provided hereunder, the Administrative Agent may maintain additional reserves in respect of the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable, and make such other adjustments (ii) any change in GAAP occurring after July 24which may include maintaining additional reserves, 2015 as a result modifying the advance rates or modifying the eligibility criteria for the components of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateU.S. Borrowing Base or Canadian Borrowing Base, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to useas applicable) as a capital lease where such lease (or similar arrangement) was not may be required to be so treated under GAAP as in effect on July 24, 2015eliminate the effects of such changes.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (i) without giving effect to (i) any election under Accounting Standards Codification 825 (previously referred to as Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or update having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board Codification or update having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described in such provision and (iii) in a manner such that any obligations relating to a lease that (A), in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under accordance with GAAP as in effect on July 24August 18, 20152017, would be accounted for by the Borrower as an operating lease or (B) was so accounted for on August 18, 2017, whether or not amended such that it would be reassessed as a capital lease under the transition guidance in EITF Issue No. 01-8, “Determining Whether an Arrangement Contains a Lease,” shall, in either case, be accounted for as obligations relating to an operating lease and not as obligations relating to a capital lease (and shall not constitute Indebtedness hereunder).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by Borrower and the Required Lenders; provided, however, that if Borrower notifies the Administrative Agent that Borrower wishes to amend Section 6.09 or any financial definition used therein to implement the effect of any change in GAAP or the application thereof occurring after the Closing Date (or if the Administrative Agent notifies Borrower that the Required Lenders wish to amend Section 6.09 or any financial definition used therein for such purpose), then Borrower and the Administrative Agent shall negotiate in good faith to amend Section 6.09 or the definitions used therein to preserve the original intent thereof in light of such changes in GAAP; provided further that until Borrower and the Administrative Agent agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all determinations of compliance or pro forma compliance with Section 6.09 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. Notwithstanding any other provision contained in the Loan Documents, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein Loan Documents shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary of its Subsidiaries at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board . All other determinations with respect to whether leases constitute Indebtedness or Capital Lease Obligations shall be made based on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015the date hereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) and the Lenders that the Borrowers request Parent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on Parent and the other hand, agree to Administrative Agent and the Lenders shall negotiate such amendment in good faith with respect faith. Without limiting the foregoing, all liability amounts shall be determined excluding any liability relating to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained hereinoperating lease, all terms of an accounting or financial nature used herein asset amounts shall be construeddetermined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all computations of interest amounts and ratios referred to herein shall be made, without giving effect to (i) determined excluding any election deemed interest comprising a portion of fixed rent payable under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithoperating lease, in each case if to the extent that such change liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would require treating any lease (or similar arrangement conveying the right to use) not have been accounted for as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24December 31, 2015.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used herein in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time to timetime (except as otherwise provided in the definition of “GAAP”); provided provided, that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrowers Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and (ii) if such an amendment is requested by the Parent Borrower or the Required Lenders, on then the other hand, agree to Parent Borrower and the Administrative Agent shall negotiate in good faith with respect to any proposed enter into an amendment to eliminate or adjust for of the effect relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP; and (b) notwithstanding any other provision contained herein, all GAAP or the application thereof. 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, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary subsidiary at “fair value,” ”, as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Parent Borrower notifies the Administrative Agent that the Parent Borrower (or similar arrangement conveying the right to useits applicable Parent Company) as a capital lease where such lease (or similar arrangement) was not is required to be report under IFRS or has elected to do so treated through an early adoption policy, thereafter “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Parent Borrower cannot elect to report under GAAP as in effect on July 24, 2015GAAP).

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that that, (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that herewith and (ii) notwithstanding anything in GAAP to the Borrowerscontrary, on for purposes of all financial calculations hereunder, the one hand, and amount of any Indebtedness outstanding at any time shall be the Lenders, on stated principal amount thereof (except to the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust extent such Indebtedness provides by its terms for the effect accretion of principal, in which case the amount of such Indebtedness at any time shall be its accreted amount at such change in GAAPtime); and (b) provided, further, that 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in to GAAP occurring after July 24, 2015 the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015the Closing Date.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; , provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 . The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standards Codification 825 or account for assets and liabilities acquired in an acquisition on a fair value basis pursuant to Accounting Standards Codification 805, all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Borrower has not adopted Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Codification 825 or any successor thereto (including Accounting Standards Codification 805. For purposes of calculations pursuant to the Accounting Standards Codification)terms of this Agreement, GAAP will be deemed to value any Indebtedness of treat operating leases in a manner consistent with the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated current treatment under GAAP as in effect on July 24the Effective Date, 2015notwithstanding any modification or interpretive changes thereto that may occur hereafter.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Escrow Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (bii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards CodificationStandard Codifications), to value any Indebtedness of the Parent any Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, therein and (iiiii) notwithstanding any change in GAAP occurring after July 24, 2015 as a result the Escrow Date which would have the effect of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right properly accounted for as an operating lease prior to use) such accounting change as a capital lease where after giving effect to any such lease accounting change, for all purposes of calculating Indebtedness for any purpose under this Agreement, the Loan Parties shall continue to make such determinations and calculations with respect to all leases (whether then in existence or similar arrangementthereafter entered into) was not required in accordance with GAAP (as it relates to be so treated under GAAP such issue) as in effect on July 24, 2015prior to such change and consistent with their past practices.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies Borrowers notify the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof requires amendment to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof requires amendment 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 is withdrawn or such provision is amended in accordance herewith; provided that . Notwithstanding the Borrowersforegoing, on (a) for purposes of determining compliance with any covenant (including the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect computation of any such change in GAAP; financial covenant) contained herein, Indebtedness and other liabilities of the Borrowers shall be deemed to be carried at 100% of the outstanding principal amount thereof, and, to the extent applicable, the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (b) notwithstanding any other provision contained herein, all terms leases of an the Borrowers and their respective Subsidiaries that would have been treated as operating leases for purposes of generally accepted accounting or financial nature used herein shall be construed, and all computations principles in the United States of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant America prior to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued issuance by the Financial Accounting Standards Board on August 17February 25, 2010, or any other proposals issued by the Financial 2016 of an Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Update (or similar arrangement conveying the right to use“ASU”) as a capital lease where such lease (or similar arrangement) was not required shall continue to be so accounted for as operating leases had been treated under GAAP prior to the issuance of the ASU for purposes of all financial definitions and calculations hereunder notwithstanding the fact that such leases are required in accordance with the ASU to be treated as Capital Lease Obligations in the financial statements to be delivered pursuant to Section 5.1. If generally accepted accounting principles in the United States of America, as in effect on July 24from time to time, 2015are generally supplanted by the adoption of International Financial Reporting Standards, or if such standards exist as an alternative to generally accepted accounting principles in the United States and the Borrowers select such standards, and such adoption or such selection would alter the application of any provision of this Agreement, then such adoption or selection shall be treated as a “change occurring after the date hereof in GAAP” for purposes of the foregoing sentence.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower Agent notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower Agent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date; provided that ASU No. 2016-02 Leases (Topic 842) (or any other Financial Accounting Standard having a similar result or effect) shall be deemed a change in GAAP after the Effective Date, regardless of the date enacted, adopted or issued and regardless of any delayed implementation thereof and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness assets or liabilities of the Parent Entity, any Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. In the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Lease Obligations in conformity with GAAP on the date hereof shall be considered Capital Lease Obligations, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, all calculations and deliverables under this Agreement or any other proposals issued by the Financial Accounting Standards Board in connection therewithLoan Document shall be made or delivered, as applicable, in each case if accordance therewith (provided that together with all financial statements delivered to the Administrative Agent and the Lenders in accordance with the terms of this Agreement after the date of any such change would require treating any lease (or similar arrangement conveying accounting change, the right Borrower shall deliver a schedule showing the adjustments necessary to use) as a capital lease where reconcile such lease (or similar arrangement) was not required to be so treated under financial statements with GAAP as in effect on July 24, 2015immediately prior to such accounting change).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that amounts of Indebtedness and interest expense shall be calculated hereunder without giving effect to FAS 150 (a) Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity); provided, further that if the Parent Borrower Company notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 herewith (it being understood that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate financial statements delivered under Section 5.01(a) or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, shall in all terms of an accounting or financial nature used herein shall cases be construed, and all computations of amounts and ratios referred to herein shall be made, without giving prepared in accordance with GAAP as in effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant at the applicable time). Anything in this Agreement to the Accounting Standards Codification)contrary notwithstanding, to value any Indebtedness obligation of a Person under a lease (whether existing as of the Parent Borrower Closing Date or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth entered into in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease future) that is not (or similar arrangement conveying the right would not be) required to use) be classified and accounted for as a capital lease where on the balance sheet of such lease (or similar arrangement) was not required to be so treated Person under GAAP as in effect at the time such lease is entered into shall not be treated as a capital lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after such lease is entered into. Any financial ratios required to be maintained by the Company pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). The Leverage Ratio, Consolidated EBITDA, Consolidated Total Debt, Consolidated Net Tangible Assets or any other financial test or ratio hereunder, for any specified purpose hereunder, and for purposes of determining compliance with the covenant under Section 6.05, shall be calculated on July 24, 2015a Pro Forma Basis.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that (a) that, if the Parent Borrower Agent notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower Agent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that . All Financial Statements to be furnished to the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein Lenders hereunder shall be construedprepared, and all computations of amounts and ratios referred to herein calculations determining compliance with Article VI (including the definitions used therein) shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets the relevant Person and Financial Liabilities, or any successor thereto (including pursuant to its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied throughout the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” periods involved except as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Updatenotes thereto; provided that except as otherwise specifically provided herein, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as all calculations for determining compliance with Article VI shall utilize accounting principles and policies in effect on July 24at the time of the preparation of, 2015and in conformity with those used to prepare, the audited Financial Statements of Holdings for the fiscal year ended December 31, 2006. With respect to any Subsidiary that is not a Wholly-Owned Subsidiary, only that portion of such Subsidiary’s results of operations, assets and liabilities as are equal to Holding’s ownership shall be included in making any calculation with respect to the financial covenants in Article VI.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein statements to be delivered pursuant to this Agreement shall be construed prepared in accordance with GAAP as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request time and all terms of an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP accounting or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision financial nature shall be construed and interpreted on the basis of in accordance with GAAP as in effect on the Closing Date, unless otherwise agreed to by Borrower and applied immediately before the Required Lenders. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition shall have become effective until be the same after such notice Accounting Change as if such Accounting Change had not occurred. Until such time as such amendment shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, executed and delivered by Borrower and the Required Lenders, on the other handall financial covenants, agree standards and terms in this Agreement shall continue to negotiate in good faith with respect be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any proposed amendment to eliminate or adjust for change in accounting principles required by the effect promulgation of any such change in GAAP; rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission (b) notwithstanding or successors thereto or agencies with similar functions). 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower Agent notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower Agent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower Agent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Restatement Effective Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower Entity or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and or any other accounting principle if, in each case, such election or such other accounting principle results in the amount of such Indebtedness being below or above the stated principal amount of such Indebtedness, (ii) any change in GAAP occurring after July 24, 2015 the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24the date hereof or (iii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, 2015and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided . In the event that any Accounting Change (aas defined below) if shall occur and such change results in a change in the Parent method of calculation of financial covenants, standards or terms in this Agreement, then Holdco, the Borrower notifies and the Administrative Agent agree to enter into good faith negotiations in writing (including via e-mail) order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the Borrowers request criteria for evaluating the Borrower’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment to any provision hereof to eliminate shall have been executed and delivered by Holdco, the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if Borrower, the Administrative Agent notifies the Borrowers that and 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 that the Borrowers, on the one hand, and the Lenders, on the other handall financial ratios, agree covenants, standards and terms in this Agreement shall continue to negotiate in good faith with respect be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of accounting principles required by the adoption promulgation of any proposals set forth in the Proposed Accounting Standards Updaterule, Leases (Topic 840)regulation, issued pronouncement or opinion by the Financial Accounting Standards Board on August 17of the American Institute of Certified Public Accountants or, 2010if applicable, the SEC. Notwithstanding anything in this Agreement to the contrary, any change in GAAP or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change application or interpretation thereof that would require treating any lease (or similar arrangement conveying the right operating leases to use) be treated similarly as a capital lease where such lease (shall not be given effect in the definitions of Indebtedness or similar arrangement) was not required to be so treated under GAAP as Liens or any related definitions or in effect on July 24, 2015the computation of any financial ratio or requirement.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to timetime (except that, for purposes of Sections 6.09 and 6.10 and otherwise for purposes of determining the Consolidated Interest Coverage Ratio, the Total Net Leverage Ratio, the Total Senior Secured Leverage Ratio and any other financial ratio set forth herein, GAAP shall be determined on the basis of such principles in effect on the Effective Date and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 5.01(a)); provided that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; herewith and (bii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards CodificationStandard Codifications), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) . Notwithstanding any change in GAAP occurring after July 24the Third Amendment Effective Date (whether or not such change is, 2015 as a result of the adoption Third Amendment Effective Date, scheduled to occur after the Third Amendment Effective Date) which, after giving effect to such change, would (1) have the effect of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any leased property accounted for as an operating lease (or similar arrangement conveying the right prior to use) such accounting change as a capital lease where or liability, (2) reclassify capital leases using different terminology (including “finance leases”) after giving effect to such accounting change or (3) otherwise alter the treatment on the financial statements of the Borrower of any lease (or similar arrangement) was not required the obligations or payments made or to be so treated made with respect thereto, for all purposes of calculating Indebtedness, the Consolidated Interest Coverage Ratio, the Total Net Leverage Ratio and the Total Senior Secured Leverage Ratio and for any other purpose under this Agreement, the Borrower shall continue to make such determinations and calculations with respect to all leases (whether then in existence or thereafter entered into) in accordance with GAAP (as it relates to such issue) as in effect on July 24, 2015prior to such change and consistent with past practices.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower Holdings notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Holdings 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. At any time after the Closing Date, Holdings may elect (by written notice to the Administrative Agent) to change its financial reporting (both hereunder and for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if Holdings notifies the Administrative Agent that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect Holdings requests an amendment to any proposed amendment provision hereof to eliminate or adjust for the effect of any change occurring as a result of the adoption of IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Administrative Agent or the Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, if, after the adoption of IFRS by Holdings, Holdings notifies the Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change in IFRS occurring after such adoption of IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings 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; IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and (b) notwithstanding applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 mademade (i) without giving effect to any election under Accounting Standards Codification 800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) for the avoidance of doubt, except as provided in the definition of “Consolidated Net Income”, without giving effect to (i) any election under Statement the financial condition, results and performance of Financial Accounting Standards 159the Unrestricted Subsidiaries. For purposes of calculating Consolidated Net Income, The Fair Value Option for Financial Total Assets and Financial LiabilitiesConsolidated EBITDA under this Agreement and any other Loan Document, or any successor thereto (including pursuant to IGPHS shall be treated as a Restricted Subsidiary of Holdings, notwithstanding the Accounting Standards Codification), to value any Indebtedness fact that IGPHS is an Unrestricted Subsidiary for all other purposes of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Loan Documents.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein statements to be delivered pursuant to this Agreement shall be construed prepared in accordance with GAAP as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect time and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construedconstrued and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by the Borrower and all computations of amounts and ratios referred to herein shall be madethe Required Lenders. If, without giving effect to (i) any election under Statement of Financial Accounting Standards 159after the Effective Date, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result the accounting principles used in the preparation of the adoption most recent financial statements referred to in Section 5.01 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or the American Institute of Certified Public Accountants (or any other proposals issued successors thereto) and such change is adopted by the Financial Accounting Standards Board Borrower and results in connection therewitha change in any of the calculations required by Article VI (including Section 6.09) that would not have resulted had such accounting change not occurred, if requested by the Borrower or the Administrative Agent, the parties hereto agree to enter into negotiations in each case good faith in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by Borrower shall be the same after such change as if such change had not been made (subject to the approval of the Required Lenders and not subject to any amendment fee or increase in pricing hereunder); provided, however, that (i) no change in GAAP that would require treating affect a calculation that measures compliance with any covenant contained in Article VI (including Section 6.09) shall be given effect until such provisions are amended to reflect such changes in GAAP and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between such calculations made before and after giving effect to such change in GAAP. Notwithstanding any other provision of this Agreement to the contrary, for all purposes during the term of this Agreement and any other Loan Document, each lease (or similar arrangement conveying the right that pursuant to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24the Effective Date would be classified as a capital lease or an operating lease will continue to be so classified, 2015notwithstanding any change in characterization of that lease subsequent to the Effective Date based on changes to GAAP or interpretation of GAAP.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . To enable the Borrowersready and consistent determination of compliance with the covenants set forth in Article VII, on the one handBorrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and the LendersJune 30, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding respectively. 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement and (ii) any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP occurring that becomes effective on or after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change Third Restatement Effective Date that would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required operating leases to be so treated under GAAP as in effect on July 24, 2015similarly to capital leases.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that the Total Secured Leverage Ratio and the Fixed Charge Coverage Ratio (aand the financial definitions used therein) shall be construed in accordance with GAAP, as in effect on the Closing Date and (i) if the Parent Borrower notifies Borrower, by notice to the Administrative Agent in writing (including via e-mail) that the Borrowers Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrowers that or the Required Lenders Lenders, by notice to the Borrower, shall 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; herewith and (bii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. If the Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS; provided that (1) any such election once made shall be irrevocable (and shall only be made once), (2) all financial statements and reports required to be provided after such election pursuant to this Agreement shall be prepared on the basis of IFRS and (3) from and after such election, all ratios, computations and other determinations (A) based on GAAP contained in this Agreement shall be computed in conformity with IFRS and (B) in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided further that in the event of any such election by the Borrower, any Total Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds in this Agreement may be recalibrated to reflect the election to implement IFRS so long as (1) such recalibration is limited to changes in the calculation of such thresholds due to the effect of differences between GAAP and IFRS, (2) the recalibrated Total Secured Leverage Ratio and Fixed Charge Coverage Ratio shall be mutually agreed between the Administrative Agent and the Borrower, unless the Required Lenders have given notice of their objection to such recalibration with five (5) Business Days of receiving notice thereof, and (ii3) any change such recalibration shall be done in GAAP occurring a manner such that after July 24giving effect to such recalibration, 2015 as a result the recalibrated Total Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds shall be consistent with the intention of the adoption of any proposals respective Total Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds calculated under GAAP and set forth in this Agreement on the Proposed Accounting Standards UpdateClosing Date. The Borrower shall give notice of any election to the Administrative Agent within 15 days of such election. For the avoidance of doubt, Leases solely making an election (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or without any other proposals issued by the Financial Accounting Standards Board action) referred to in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) this definition will not be treated as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015an incurrence of Indebtedness.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that that, notwithstanding the foregoing or 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 (ai) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof; provided further that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP (including any change from GAAP to International Financial Reporting Standards) or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . Notwithstanding the Borrowersforegoing or anything to the contrary set forth herein, on to the one handextent a change in GAAP occurs which results in operating leases being treated or classified as capital leases, such change shall not be given effect under the Loan Documents (including, without limitation, in any computation of financial covenants), and the Lenders, on Borrower and the other hand, agree Restricted Subsidiaries shall continue to negotiate provide financial reporting which differentiates between operating leases and capital leases and does not treat leases as Indebtedness in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness same manner as reported as of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Effective Date.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or . Notwithstanding any other proposals issued by provision of this Agreement or the Financial Accounting Standards Board in connection therewithother Loan Documents to the contrary, in each case if such change would require treating any the determination of whether a lease (or similar arrangement conveying the right to use) as constitutes a capital lease where such or an operating lease, and whether obligations arising under a lease (or similar arrangement) was not are required to be so treated under capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to GAAP as in effect on July 24, 2015prior to the effectiveness of FASB ASC 842.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio or financial nature used herein Consolidated Adjusted EBITDA shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided provided, further, that if such an amendment is requested by the BorrowersBorrower or the Required Lenders, on then the one hand, Borrower and the Lenders, on the other hand, agree to Administrative Agent shall negotiate in good faith with respect to any proposed enter into an amendment to eliminate or adjust for of the effect relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAPGAAP or the application thereof; and (b) notwithstanding any other provision contained hereinprovided, 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, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary subsidiary at “fair value,” as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease (or similar arrangement conveying Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that amounts of Indebtedness and interest expense shall be calculated hereunder without giving effect to FAS 150 (a) Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity); provided further that if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 herewith (it being understood that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate financial statements delivered under Section 5.01(a) or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, shall in all terms of an accounting or financial nature used herein shall cases be construed, and all computations of amounts and ratios referred to herein shall be made, without giving prepared in accordance with GAAP as in effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant at the applicable time). Anything in this Agreement to the Accounting Standards Codification)contrary notwithstanding, to value any Indebtedness obligation of a Person under a lease (whether existing as of the Parent Borrower Effective Date or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth entered into in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease future) that is not (or similar arrangement conveying the right would not be) required to use) be classified and accounted for as a capital lease where on the balance sheet of such lease (or similar arrangement) was not required to be so treated Person under GAAP as in effect at the time such lease is entered into shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after such lease is entered into. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). The Leverage Ratio, Consolidated EBITDA, Consolidated Total Debt, Consolidated Net Tangible Assets or any other financial test or ratio hereunder, for any specified purpose hereunder, and for purposes of determining compliance with the covenant under Section 6.05, shall be calculated on July 24, 2015a Pro Forma Basis.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that a manner satisfactory to the Borrowers, on the one hand, Borrower and the Required Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all . All terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Staff Position APB 14-1 to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding any other provision contained herein, for purposes of determining compliance with any covenant (iincluding the computation of any financial covenant) contained herein, (a) all computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under Statement of FASB ASC Topic 825 “Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Instruments” (or any successor thereto (including pursuant to the Accounting Standards Codification), other financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, ; and (iib) the Borrower and its Subsidiaries may, at the Borrower’s option, continue to account for any lease of the Borrower or any Subsidiary that as of the Closing Date is (or if such lease were in effect on the Closing Date, would be) an operating lease, as an operating lease, irrespective of any change in lease accounting standards under GAAP occurring after July 24the Closing Date, 2015 as a result including for purposes of the adoption of any proposals set forth in the Proposed Accounting Standards Updatedetermining Indebtedness, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, Consolidated Net Income and Consolidated Interest Expense or any other proposals issued by component thereof. For the Financial Accounting Standards Board avoidance of doubt, to the extent any change in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated accounting standards under GAAP as in effect is adopted after the Closing Date, the Borrower shall have no obligation to provide to the Administrative Agent and the Lenders a reconciliation between the reporting on July 24, 2015its financial statements and its calculations made for purposes of determining compliance with any covenant (including financial covenants) contained herein.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Parent, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; , provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . Unless the Borrowerscontext otherwise requires, on any reference to a fiscal period shall refer to the one hand, and relevant fiscal period of the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding Borrower. Notwithstanding any other provision contained herein, (i) 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 (x) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any change Indebtedness included in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals financial covenant set forth in Section 7.05 shall exclude any liability to make lease payments for all leases included on a balance sheet of the Proposed Borrower by reason of the application of FASB Accounting Standards UpdateUpdate (ASU) No. 2016-02, Leases (Topic 840842), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided provided, however, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); and 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 that herewith (provided, that, in the Borrowerscase of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, on the one hand2010, and the LendersProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, on the other hand2011 and January 4, agree to negotiate in good faith with respect to any proposed 2012, there shall be no amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding fee). 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 Statement of FASB ASC No. 825—Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial LiabilitiesInstruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall continue to be treated as an operating lease (and (ii) any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015date hereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease Indebtedness shall at all times be valued at the full stated principal amount thereof and (or similar arrangement conveying iii) the right to use) as a accounting for operating leases and capital lease where such lease (or similar arrangement) was not required to be so treated leases under GAAP as in effect on July 24, 2015the date hereof shall apply for the purposes of determining compliance with the covenants set forth herein.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; , provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Original Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision (including any definition) 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Original Effective Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Parent, the Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (ai) if the Parent U.S. Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers U.S. 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 that herewith and (ii) notwithstanding anything in GAAP to the Borrowerscontrary, on for purposes of all financial calculations hereunder, the one hand, and amount of any Indebtedness outstanding at any time shall be the Lenders, on stated principal amount thereof (except to the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust extent such Indebtedness provides by its terms for the effect accretion of principal, in which case the amount of such Indebtedness at any time shall be its accreted amount at such change in GAAPtime); and (b) provided, further, that 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in to GAAP occurring after July 24, 2015 the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015the date hereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided provided, however, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof (including any definition) to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Accounting Standards Codification No. 825—Financial Assets and Financial LiabilitiesInstruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. 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, (A) without giving effect to (x) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness at “fair value”, as defined therein, or (y) any other accounting principle that results in any Indebtedness being reflected on a balance sheet at an amount less than the stated principal amount thereof (or, in the case of Indebtedness issued at a discount (other than an underwriting discount) to stated principal amount, the issue price thereof plus accreted discount), (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iiC) without giving effect to any change in accounting for leases pursuant to GAAP occurring after July 24, 2015 as a result resulting from the implementation of the adoption of any proposals set forth in the Proposed Financial Accounting Standards UpdateBoard ASU No. 2016-02, Leases (Topic 840842), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24December 31, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or the financial nature used herein statements to be furnished to the Lenders pursuant hereto shall be construed made and prepared in accordance with GAAP (except as set forth in effect from time the notes thereto or as otherwise disclosed in writing by the Lead Borrower to timethe Lenders); provided that, except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Holdings delivered pursuant to Section 5.1 of the Second Amended and Restated Credit Agreement for the fiscal year ended December 31, 2014; provided, further, that (a) if the Parent Lead Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Third Restatement Effective Date in GAAP or in the application thereof on the operation of such any provision hereof (including as a result of an election to apply IFRS) (or if the Administrative Agent notifies the Borrowers Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP (or such election) or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. At any time after the Third Restatement Effective Date, Parent may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any calculation or determination in this Agreement that requires the Borrowersapplication of GAAP for periods that include fiscal quarters ended prior to Parent’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, on the one hand(a) all financial statements delivered hereunder shall be prepared, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision all financial covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to (i) any election under the Statement of Financial Accounting Standards 159, The Fair Value Option for Codification 000-00-00 (previously referred to as Statement of Financial Assets and Financial Liabilities, Accounting Standards No. 159 (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) permitting or requiring a Person to value any its financial liabilities or Indebtedness of at the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, value thereof and (iib) if at any change time the obligations of any Person in GAAP occurring after July 24, 2015 respect of an operating lease are required to be recharacterized as Capital Lease Obligations as a result of a change in GAAP (including as a result of an election to apply IFRS) after the adoption Third Restatement Effective Date, then for purposes hereof such Person’s obligations under such operating lease shall not, following the date of such recharacterization, be deemed Capital Lease Obligations and if after any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change in GAAP any Capital Lease Obligations would require treating any lease (or similar arrangement conveying the right to use) constitute obligations in respect of an operating lease, as a capital lease where such lease (or similar arrangement) was not required to be so treated under defined and interpreted in accordance with GAAP as in effect and applied on July 24the Third Restatement Effective Date, 2015then the obligations under such lease shall not be deemed Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided hereinprovidedherein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect ineffect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment Borrower requests anamendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in date hereofin GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers theBorrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless purpose),regardless of whether any such notice is given before or after such change in GAAP or in the application thereofapplicationthereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately appliedimmediately before such change shall have become effective until such notice shall have been withdrawn or withdrawnor such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, containedherein (i) all terms of an accounting or financial nature used herein shall be construed, and all computations allcomputations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election anyelection under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Board Accounting Standards Codification), Codification 825 (or anyother Financial Accounting Standard having a similar result or effect) to value any Indebtedness or otherliabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, therein and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any accounting forany lease (or similar arrangement conveying and whether the right to useobligations thereunder shall constitute “Capitalized Lease Obligations”) as a capital lease where such lease (or similar arrangement) was not required to be so treated under shallbe based on GAAP as in effect on July 24, 2015the Closing Date and without giving effect to any subsequent changesin GAAP (or the required implementation of any previously promulgated changes in GAAP) relating tothe treatment of a lease as an operating lease or capitalized lease.SECTION 1.08

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that that, (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to (a) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or Subsidiary at “fair value”, as defined therein and (b) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in to GAAP occurring after July 24, 2015 the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015the date hereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change in GAAP occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by the Borrower as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by the Borrower or any Subsidiary shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Borrower’s historical financial statements for all purposes of this Agreement, notwithstanding any change in GAAP occurring after July 24relating thereto, 2015 unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015provided for above.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if after the Parent Amendment Effective Date there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any of, or to account for, such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent U.S. Borrower or any Restricted Subsidiary at “fair value,” as defined therein. In the event that historical accounting practices, systems or reserves relating to the components of the U.S. Borrowing Base or Canadian Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, without limitation of the Administrative Agent’s right to establish Reserves as otherwise provided hereunder, the Administrative Agent may maintain additional reserves in respect of the components of the U.S. Borrowing Base or Canadian Borrowing Base, as applicable, and make such other adjustments (ii) any change in GAAP occurring after July 24which may include maintaining additional reserves, 2015 as a result modifying the advance rates or modifying the eligibility criteria for the components of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateU.S. Borrowing Base or Canadian Borrowing Base, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to useas applicable) as a capital lease where such lease (or similar arrangement) was not may be required to be so treated under GAAP as in effect on July 24, 2015eliminate the effects of such changes.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, therein and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing, all liabilities under or in each case if such change would require treating respect of any lease (whether now outstanding or similar arrangement conveying the right to useat any time entered into or incurred) as a capital lease where such lease (or similar arrangement) was not required to be so treated that, under GAAP as in effect on July 24the Effective Date, 2015would be accrued as rental and lease expense and would not constitute a capital lease obligation in accordance with GAAP as in effect on the Effective Date shall continue to not constitute a capital lease obligation, in each case, for purposes of the covenants set forth herein and all defined terms as used therein.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower Company notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Company requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (i) 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 that herewith and (ii) if requested by the BorrowersAdministrative Agent or the Required Lenders, on the one hand, Company shall provide to the Administrative Agent and the Lenders, on the Lenders financial statements and other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate documents required under this Agreement or adjust for the effect as reasonably requested hereunder setting forth a reconciliation between calculations of any ratio or requirement made hereunder before and after giving effect to such change in GAAP; GAAP and (b) 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, (A) without giving effect to (i) any election under Statement of Financial Accounting Standards 159Codification 825, The Fair Value Option for Financial Assets and Financial Liabilities, Liabilities (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt of the Parent Borrower Company or any Restricted Subsidiary at “fair value,” ”, as defined therein and (B) without giving effect to any treatment of Debt under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or Accounting Standards Codification 2015-03, Interest (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 (ii) any change in GAAP occurring after July 24, 2015 as a result of such Debt shall at all times be valued at the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided . In the event that any Accounting Change (aas defined below) if shall occur and such change results in a change in the Parent method of calculation of financial covenants, standards or terms in this Agreement, then Holdco, the Borrower notifies and the Administrative Agent agree to enter into good faith negotiations in writing (including via e-mail) order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the Borrowers request criteria for evaluating Holdco’s, the Borrower’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment to any provision hereof to eliminate shall have been executed and delivered by Holdco, the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if Borrower, the Administrative Agent notifies the Borrowers that and 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 that the Borrowers, on the one hand, and the Lenders, on the other handall financial ratios, agree covenants, standards and terms in this Agreement shall continue to negotiate in good faith with respect be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of accounting principles required by the adoption promulgation of any proposals set forth in the Proposed Accounting Standards Updaterule, Leases (Topic 840)regulation, issued pronouncement or opinion by the Financial Accounting Standards Board on August 17of the American Institute of Certified Public Accountants or, 2010if applicable, the SEC. Notwithstanding anything in this Agreement to the contrary, any change in GAAP or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change application or interpretation thereof that would require treating any lease (or similar arrangement conveying the right operating leases to use) be treated similarly as a capital lease where such lease (shall not be given effect in the definitions of Indebtedness or similar arrangement) was not required to be so treated under GAAP as Liens or any related definitions or in effect on July 24, 2015the computation of any financial ratio or requirement.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Escrow Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (bii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards CodificationStandard Codifications), to value any Indebtedness of Holdings, the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, therein and (iiiii) notwithstanding any change in GAAP occurring after July 24, 2015 as a result the Escrow Date which would have the effect of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right properly accounted for as an operating lease prior to use) such accounting change as a capital lease where after giving effect to any such lease accounting change, for all purposes of calculating Indebtedness for any purpose under this Agreement, the Loan Parties shall continue to make such determinations and calculations with respect to all leases (whether then in existence or similar arrangementthereafter entered into) was not required in accordance with GAAP (as it relates to be so treated under GAAP such issue) as in effect on July 24, 2015prior to such change and consistent with their past practices.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; , consistently applied, provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Parent Borrower requests an amendment to any provision hereof (including any defined term) to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Parent Borrower that the Required Lenders request an amendment to any provision (including any definition) 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 that . Upon any such request for an amendment, the BorrowersParent Borrower, on the one hand, Required Lenders and the Lenders, on the other hand, Administrative Agent agree to negotiate consider in good faith with respect any such amendment in order to amend the provisions of this Agreement so as to reflect equitably such accounting changes so that the criteria for evaluating the Parent Borrower’s financial condition shall be the same after such accounting changes as if such accounting changes had not occurred. In no event shall any proposed amendment capital stock be deemed to eliminate constitute Indebtedness or adjust for the effect any payment of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all terms of an accounting dividend or financial nature used herein shall distribution thereon be construed, and all computations of amounts and ratios referred deemed to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 constitute interest solely as a result of the adoption application of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015No. 150.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . To enable the Borrowersready and consistent determination of compliance with the covenants set forth in Article VII, on the one handBorrower will not change the last day of its fiscal year from September 30, or the last days of the first three fiscal quarters in each of its fiscal years from December 31, March 31 and the LendersJune 30, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding respectively. 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement and (ii) any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP occurring that becomes effective on or after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change Third Restatement Effective Date that would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required operating leases to be so treated under GAAP as in effect on July 24, 2015similarly to capital leases.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided . In the event that any Accounting Change (aas defined below) if shall occur and such change results in a change in the Parent method of calculation of financial covenants, standards or terms in this Agreement, then Holdings, the Borrower notifies and the Administrative Agent shall enter into good faith negotiations in writing (including via e-mail) order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the Borrowers request criteria for evaluating the Borrower’s and its Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment to any provision hereof to eliminate shall have been executed and delivered by Holdings, the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if Borrower, the Administrative Agent notifies the Borrowers that and 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 that the Borrowers, on the one hand, and the Lenders, on the other handall financial ratios, agree covenants, standards and terms in this Agreement shall continue to negotiate in good faith with respect be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of accounting principles required by the adoption promulgation of any proposals set forth in the Proposed Accounting Standards Updaterule, Leases (Topic 840)regulation, issued pronouncement or opinion by the Financial Accounting Standards Board on August 17of the American Institute of Certified Public Accountants or, 2010if applicable, the SEC. Notwithstanding anything in this Agreement to the contrary, any change in GAAP or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change application or interpretation thereof that would require treating any lease (or similar arrangement conveying the right operating leases to use) be treated similarly as a capital lease where such lease (shall not be given effect in the definitions of Indebtedness or similar arrangement) was not required to be so treated under GAAP as Liens or any related definitions or in effect on July 24, 2015the computation of any financial ratio or requirement.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or the financial nature used herein statements to be furnished to the Lenders pursuant hereto shall be construed made and prepared in accordance with GAAP (except as set forth in effect from time the notes thereto or as otherwise disclosed in writing by the Lead Borrower to timethe Lenders); provided that, except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 6.4 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Holdings included in the annual report on Form 10-K filed by Holdings with the SEC for the fiscal year ended December 31, 2014; provided, further, that (a) if the Parent Lead Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such any provision hereof (including as a result of an election to apply IFRS) (or if the Administrative Agent notifies the Borrowers Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP (or such election) or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change (or such election) shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. At any time after the Effective Date, Parent may elect to apply IFRS in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any calculation or determination in this Agreement that requires the Borrowersapplication of GAAP for periods that include fiscal quarters ended prior to Parent’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, on the one hand(a) all financial statements delivered hereunder shall be prepared, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision all financial covenants contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to (i) any election under the Statement of Financial Accounting Standards 159, The Fair Value Option for Codification 000-00-00 (previously referred to as Statement of Financial Assets and Financial Liabilities, Accounting Standards No. 159 (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) permitting or requiring a Person to value any its financial liabilities or Indebtedness of at the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, value thereof and (iib) if at any change time the obligations of any Person in GAAP occurring after July 24, 2015 respect of an operating lease are required to be recharacterized as Capital Lease Obligations as a result of a change in GAAP (including as a result of an election to apply IFRS) after the adoption Effective Date, then for purposes hereof such Person’s obligations under such operating lease shall not, following the date of such recharacterization, be deemed Capital Lease Obligations and if after any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change in GAAP any Capital Lease Obligations would require treating any lease (or similar arrangement conveying the right to use) constitute obligations in respect of an operating lease, as a capital lease where such lease (or similar arrangement) was not required to be so treated under defined and interpreted in accordance with GAAP as in effect and applied on July 24the Effective Date, 2015then the obligations under such lease shall not be deemed Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided provided, however, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment Borrower wishes to amend any provision hereof covenant in Article VII or any related definition or other financial term used herein to eliminate the effect of any change in GAAP occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment wish to amend Article VII or any provision hereof related definition or other financial term used herein for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith; provided that a manner satisfactory to the Borrowers, on the one hand, Borrower and the Required Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of FASB ASC Topic 825 “Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Instruments” (or any successor thereto (including pursuant to the Accounting Standards Codification), other financial accounting standard having a similar result or effect) to value any Indebtedness Debt of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein. For purposes of determining the amount of any outstanding Debt, and no effect shall be given to (iia) any election by the Borrower to measure an item of Debt using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (formerly known as FASB 159) or any similar accounting standard) or (b) any change in accounting for leases pursuant to GAAP occurring after July 24, 2015 as a result resulting from the implementation of the adoption of any proposals set forth in the Proposed Financial Accounting Standards UpdateBoard ASU No. 2016-02, Leases (Topic 840842), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any recognition of a lease (or similar arrangement conveying the right to use) as a capital lease liability where such lease (or similar arrangement) was would not have required to be so treated a lease liability under GAAP as in effect on July 24December 31, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP (provided 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 (a) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any Restricted Subsidiary at “fair value”, as defined therein and (b) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof), as in effect from time to time; provided that (a) that, if after the Parent date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any such change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Administrative Agent and the Borrower shall negotiate in good faith and within a reasonably prompt period of time to amend (subject to Section 9.02) this Agreement to preserve the original intent thereof in light of such change in GAAP, and 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 . In the event that historical accounting practices, systems or reserves relating to the Borrowerscomponents of the Borrowing Base are modified in a manner that is adverse to the Lenders in any material respect, on the one hand, and the Lenders, on the other hand, Borrower will agree to negotiate maintain such additional reserves (for purposes of computing the Borrowing Base) in good faith with respect to any proposed amendment to eliminate of the components of the Borrowing Base and make such other adjustments (which may include maintaining additional reserves, modifying the advance rates or adjust modifying the eligibility criteria for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness components of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840Borrowing Base), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . If the Borrowers, on Borrower adopts the one handInternational Financial Reporting Standards, and such change or adoption results in a change in the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect calculation of any such change component (or components in GAAP; and (bthe aggregate) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals financial covenant set forth in Section 7.04 hereof or the Proposed Accounting Standards Updaterelated financial definitions, Leases (Topic 840)at the option of the Administrative Agent, issued by the Financial Accounting Standards Board on August 17Required Lenders or the Borrower, 2010the parties hereto will enter into good faith negotiations to amend such financial covenant and financial definitions in such manner as the parties shall agree, or any other proposals issued by the Financial Accounting Standards Board in connection therewitheach acting reasonably, in each case if order to reflect fairly such change would require treating or adoption so that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same in commercial effect after, as well as before, such change or adoption is made (in which case the method and calculating such financial covenants and definitions hereunder shall be determined in the manner so agreed); provided that, until so amended, such calculations shall continue to be computed in accordance with GAAP as in effect prior to such change or adoption. For clarification purposes, the parties hereto acknowledge and agree that in no event will any lease (or similar arrangement conveying the right to use) that would have been categorized as a capital an operating lease where such lease (or similar arrangement) was not required to be so treated under as determined in accordance with GAAP as in effect on July 24December 31, 20152018 be considered a capital lease for any purpose of this Agreement.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio (aand the financial definitions used therein) shall be construed in accordance with GAAP, as in effect on the Restatement Date and (i) if the Parent Borrower notifies Borrower, by notice to the Administrative Agent in writing (including via e-mail) that the Borrowers Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrowers that or the Required Lenders Lenders, by notice to the Borrower, shall 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; herewith and (bii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. If the Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS; provided that (1) any such election once made shall be irrevocable (and shall only be made once), (2) all financial statements and reports required to be provided after such election pursuant to this Agreement shall be prepared on the basis of IFRS and (3) from and after such election, all ratios, computations and other determinations (A) based on GAAP contained in this Agreement shall be computed in conformity with IFRS and (B) in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided further that in the event of any such election by the Borrower, any Senior Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds in this Agreement may be recalibrated to reflect the election to implement IFRS so long as (1) such recalibration is limited to changes in the calculation of such thresholds due to the effect of differences between GAAP and IFRS, (2) the recalibrated Senior Secured Leverage Ratio and Fixed Charge Coverage Ratio shall be mutually agreed between the Administrative Agent and the Borrower, unless the Required Lenders have given notice of their objection to such recalibration with five (5) Business Days of receiving notice thereof, and (ii3) any change such recalibration shall be done in GAAP occurring a manner such that after July 24giving effect to such recalibration, 2015 as a result the recalibrated Senior Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds shall be consistent with the intention of the adoption of any proposals respective Senior Secured Leverage Ratio and Fixed Charge Coverage Ratio thresholds calculated under GAAP and set forth in this Agreement on the Proposed Accounting Standards UpdateRestatement Date. The Borrower shall give notice of any election to the Administrative Agent within 15 days of such election. For the avoidance of doubt, Leases solely making an election (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or without any other proposals issued by the Financial Accounting Standards Board action) referred to in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) this definition will not be treated as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015an incurrence of Indebtedness.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower Company notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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. At any time after the Closing Date, the Company may elect (by written notice to the Agent) to change its financial reporting (both hereunder and for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if the Company notifies the Agent that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect Company requests an amendment to any proposed amendment provision hereof to eliminate or adjust for the effect of any change occurring as a result of the adoption of IFRS or in the application thereof on the operation of such change provision (or if the Agent notifies the Company that the Agent or the Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in GAAP; and (b) notwithstanding accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower Company or any Restricted Subsidiary at “fair value,” as defined therein, therein and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease (or similar arrangement conveying Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. Except (a) (i) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used herein in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP as in effect from time to time; provided that (aA) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof or any change as a result of the adoption or modification of accounting policies (including (x) the conversion to IFRS as described below and (y) the impact of Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) is implemented or takes effect after the date of delivery of the financial statements described in ‎Section 3.04(a) and/or there is any change in the functional currency reflected in the financial statements or (B) if the Parent Borrower elects or is required to report under IFRS, the Parent Borrower or the Required Lenders may request to amend the relevant affected provisions hereof (whether or not the request for such amendment is delivered before or after the relevant change or election) to eliminate the effect of such change or election, as the case may be, on the operation of such provision provisions and (or if x) the Parent Borrower and the Administrative Agent notifies the Borrowers that the Required Lenders request shall negotiate in good faith to enter into an amendment of the relevant affected provisions (it being understood that no amendment or similar fee shall be payable to the Administrative Agent or any provision hereof for such purpose)Lender in connection therewith) to preserve the original intent thereof in light of the applicable change or election, regardless of whether any such notice is given before or after such change in GAAP or in as the application thereof, then such provision case may be and (y) the relevant affected provisions shall be interpreted on the basis of GAAP and the currency, in each case, as in effect and applied immediately before such prior to the applicable change shall have become effective or election, as the case may be, until such notice shall have the request for amendment has been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of by the Parent Borrower or any Restricted Subsidiary at “fair value,” the Required Lenders, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010applicable, or this Agreement has been amended as contemplated hereby. Any consent required from the Administrative Agent or any other proposals issued by Required Lender with respect to the Financial Accounting Standards Board in connection therewithforegoing shall not be unreasonably withheld, in each case if such change would require treating any lease (conditioned or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015delayed.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that . Notwithstanding anything to the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained contrary set forth herein, all the determination of whether obligations under any lease (or other arrangement conveying the right to use) constitute Capital Lease Obligations for purposes of the terms of an accounting or financial nature used herein Consolidated Debt and Indebtedness 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in to GAAP occurring after July 24, 2015 the Restatement Effective Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar other arrangement conveying the right to use) as a capital lease where such lease (or similar other arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015the Restatement Effective Date.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted -#PageNum#- on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date and (ii) 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 Statement of underFinancial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Parent, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except (1) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or financial nature used herein Consolidated Total Assets shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time to timetime (except as otherwise provided in the definition of “GAAP”); provided provided, that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and (ii) if such an amendment is requested by the Borrower or the Required Lenders, on then the other hand, agree to Borrower and the Administrative Agent shall negotiate in good faith with respect to any proposed enter into an amendment to eliminate or adjust for of the effect relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP; and (b) notwithstanding any other provision contained herein, all GAAP or the application thereof. 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, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary subsidiary at “fair value,” ”, as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Borrower notifies the Administrative Agent that the Borrower (or similar arrangement conveying the right to useits applicable Parent Company) as a capital lease where such lease (or similar arrangement) was not is required to be report under IFRS or has elected to do so treated through an early adoption policy, thereafter “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP as in effect on July 24, 2015GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided hereinherein (including, and other than as provided below, with respect to Financing Leases and Financing Lease Obligations), GAAP shall refer to generally accepted accounting principles in the United States as in effect from time to time applied on a consistent basis and all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change in GAAP occurring after the Effective Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 provided, further that the Borrowers, on Borrower shall provide to the one hand, Administrative Agent and the Lenders, on Lenders a written reconciliation between calculations of the other hand, agree affected item in amounts required to negotiate be reported under Sections 6.1(b) and (c) (including in good faith with respect any Compliance Certificate) before and after giving effect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . For the avoidance of doubt, Persons that are not Restricted Subsidiaries shall not be included in any other provision contained hereincalculation of the Interest Coverage Ratio, all terms of an accounting the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, the Total Net Leverage Ratio or any successor thereto (including pursuant calculation to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015which Section 7.16 relates.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall will be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) if that, notwithstanding anything to the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained contrary herein, all terms of an accounting or financial nature terms used herein shall will be construed, and all financial computations of amounts and ratios referred to herein shall pursuant hereto will be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825-10 (or any successor thereto (including pursuant to the other Statement of Financial Accounting Standards Codification), Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Parent Borrower BorrowerBorrowers or any Restricted Subsidiary at “fair value,” as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Lead Borrower or the Administrative Agent (acting upon the request of the Required Lenders), the BorrowerBorrowers, the Administrative Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’sBorrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will remain in effect until the effective date of such amendment. “Accounting Change” means (ii1) any change in GAAP occurring after July 24, 2015 as a result of accounting principles required by the adoption promulgation of any proposals set forth in the Proposed Accounting Standards Updaterule, Leases (Topic 840)regulation, issued pronouncement or opinion by the Financial Accounting Standards Board on August 17, 2010, of the American Institute of Certified Public Accountants or (2) any other proposals issued change in the application of GAAP by Holdings or the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015BorrowerBorrowers.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of FASB ASC 825 and 470-20 (or any other Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “"fair value,” ", as defined therein. Notwithstanding any other provision of this Agreement or the other Loan Documents to the contrary, the determination of whether a lease constitutes a Capital Lease or an operating lease, and (ii) any change in GAAP occurring after July 24, 2015 as whether obligations arising under a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not are required to be so treated under capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to GAAP as in effect on July 24, 2015the date of this Agreement.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) for purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the 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 so treated under GAAP as in effect on December 31, 2015, (b) if the Parent Borrower notifies the Administrative Paying Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Paying Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; herewith and (bc) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial LiabilitiesBoard Accounting Standards Codification Topic 825, or any successor thereto (including pursuant to the Accounting Standards Codification)thereto, to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by Borrower and the Required Lenders; provided, however, that if Borrower notifies the Administrative Agent that Borrower wishes to amend Section 6.10 or any financial definition used therein to implement the effect of any change in GAAP or the application thereof occurring after the Closing Date (or if the Administrative Agent notifies Borrower that the Required Lenders wish to amend Section 6.10 or any financial definition used therein for such purpose), then Borrower and the Administrative Agent shall negotiate in good faith to amend Section 6.10 or the definitions used therein to preserve the original intent thereof in light of such changes in GAAP; provided further that until Borrower and the Administrative Agent agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all determinations of compliance or pro forma compliance with Section 6.10 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. Notwithstanding any other provision contained in the Loan Documents, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein Loan Documents shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the Accounting Standards Codification), other Financial Ac- counting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary of its Subsidiaries at “fair value,” as defined therein. Obligations of the Loan Parties under the CUP Documents shall not constitute Indebtedness or Capital Lease Obligations, and (ii) notwithstanding any change treatment in GAAP occurring after July 24, 2015 as a result of to the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board contrary. All other determinations with respect to whether leases constitute Indebtedness or Capital Lease Obligations shall be made based on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015the date hereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided provided, however, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision provision; provided, the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that herewith (provided, that, in the Borrowerscase of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, on the one hand2010, and the LendersProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, on the other hand2011 and January 4, agree to negotiate in good faith with respect to any proposed 2012, there shall be no amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding fee). 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Accounting Standards Codification No. 825—Financial Assets and Financial LiabilitiesInstruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and (ii) all computations of amounts and ratios referred to herein shall be made in a manner such that any change in GAAP occurring after July 24, 2015 obligations relating to a lease that was accounted for by a Person as a result an operating lease as of the adoption of Effective Date and any proposals set forth in similar *Confidential Treatment Requested. Omitted portions filed with the Proposed Accounting Standards Update, Leases (Topic 840), issued Commission. lease entered into after the Effective Date by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any Person shall be accounted for as obligations relating to an operating lease (or similar arrangement conveying the right to use) and not as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; , provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision (including any definition) 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Effective Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Parent, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (b) Notwithstanding anything to the contrary contained in Section 1.05(a) or in the definition of “Capitalized Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on December 17, 2018 shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015accordance therewith.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; , provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereofOriginal Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision (including any definition) 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Original Effective Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Parent, the Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided provided, however, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision provision; provided, the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that herewith (provided, that, in the Borrowerscase of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, on the one hand2010, and the LendersProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, on the other hand2011 and January 4, agree to negotiate in good faith with respect to any proposed 2012, there shall be no amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding fee). 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Accounting Standards Codification No. 825—Financial Assets and Financial LiabilitiesInstruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and (ii) all computations of amounts and ratios referred to herein shall be made in a manner such that any change in GAAP occurring after July 24, 2015 obligations relating to a lease that was accounted for by a Person as a result an operating lease as of the adoption of Effective Date and any proposals set forth in similar lease entered into after the Proposed Accounting Standards Update, Leases (Topic 840), issued Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations. *Confidential Treatment Requested. Omitted portions filed with the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Commission.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used herein in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time on the Closing Date unless otherwise agreed to timeby the Borrower and the Required Lenders; provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate reflect the effect of any change occurring after the Effective Closing Date in GAAP or in the application thereof on (including the operation of such provision (or if conversion to IFRS as described below), then the Borrower and the Administrative Agent notifies the Borrowers that the Required Lenders request shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to any provision hereof the Lenders) to provide for such purpose), regardless of whether any such notice is given before or after such change in GAAP or the application thereof and/or to preserve the original intent thereof in light of such change in GAAP or the application thereof, then such provision shall in each case subject to the approval of the Required Lenders (not to 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 unreasonably withheld, conditioned or such provision amended in accordance herewithdelayed); provided provided, further, that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) 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, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary subsidiary at “fair value,” as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease (or similar arrangement conveying Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not full stated principal amount thereof. If the Borrower notifies the Administrative Agent that it is required to be report under IFRS or has elected to do so treated through an early adoption policy, upon the execution of an amendment hereof in accordance therewith to accommodate such change, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP as in effect on July 24, 2015GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) all determinations of whether the Borrowers are in compliance with the covenants set forth in Sections 6.12 and 6.13 shall be made in accordance with GAAP consistently applied in accordance with the financial statements for the fiscal year of the Company ended December 31, 2020 and (b) if the Parent Borrower Representative notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request an amendment to any provision hereof to eliminate reflect the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant and related definitions (subject to the approval of the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP or in the application thereof; provided that such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective accordance with clause (a) above until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith; provided that . Notwithstanding the Borrowersforegoing, on the one handall financial statements delivered hereunder shall be prepared, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used covenants herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to (i) any election under Statement of Accounting Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, 159 (or any successor thereto (including pursuant to the Accounting Standards Codification), similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. For the avoidance of doubt, (i) notwithstanding any Indebtedness change in GAAP after December 31, 2018 that would require lease obligations that would be treated as operating leases as of December 31, 2018 to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the Parent Borrower or any Restricted Subsidiary at Borrowers’ consolidated balance sheet, such obligations shall continue to be excluded from the definition of “fair value,” as defined therein, Indebtedness”; and (ii) any change in GAAP occurring lease that was entered into after July 24, 2015 as a result the date of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change this Agreement that would require treating any have been considered an operating lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated for all purposes under GAAP as in effect on July 24, 2015.this 54

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 in the Borrowersevent the Borrower requests such an amendment, on the one hand, Administrative Agent and the Lenders, on the other hand, agree to Required Lenders shall negotiate in good faith with respect to any evaluate such proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding amendment. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by such Person as an operating lease as of March 31, 2018 and any similar lease entered into after March 31, 2018 by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating Borrower or any Subsidiary shall be accounted for as obligations relating to an operating lease (or similar arrangement conveying the right to use) and not as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015Capital Lease Obligations.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . 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 (ia) any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, (b) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (iic) any change in GAAP occurring after July 24, 2015 as a result accounting for leases resulting from the implementation of the adoption of any proposals set forth in the Proposed Financial Accounting Standards UpdateBoard ASU No. 2016-02, Leases (Topic 840842), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015the Effective Date.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; , provided that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision (including any definition) 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 that the Borrowers. In addition, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding any other provision contained herein, (i) the definitions set forth in the Loan Documents and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the Closing Date and (ii) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Board Accounting Standards Codification 825 (or any successor thereto (including pursuant to the other Financial Accounting Standards Codification), Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 herewith; provided, further, that if GAAP requires the BorrowersBorrower subsequent to the adoption of ASU No. 2016-02 “Leases (Topic 842)” to cause operating leases to be treated as capitalized leases or otherwise to be reflected on such Person’s balance sheet, on the one handthen such change shall not be given effect hereunder, and the Lenders, those types of leases which were treated as operating leases prior to such time shall continue to be treated as operating leases that would not otherwise be required to be reflected on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding Person’s balance sheet. 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 Statement of Accounting Standards Codification 800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, therein and (ii) without giving effect to any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease (or similar arrangement conveying Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015full stated principal amount thereof.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided provided, however, that (a) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), the Borrower and the Administrative Agent shall negotiate in good faith to amend the financial definitions and related covenants to preserve the original intent thereof in light of such change (and such amendments to be subject to the approval of the Required Lender); and 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 that herewith (provided, that, in the Borrowerscase of any amendment arising out of an accounting change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, on the one hand2010, and the LendersProposed Accounting Standards Update (Revised) to Revenue Recognition (Topic 605) dated November 14, on the other hand2011 and January 4, agree to negotiate in good faith with respect to any proposed 2012, there shall be no amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding fee). 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Accounting Standards Codification No. 825—Financial Assets and Financial LiabilitiesInstruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall continue to be treated as an operating lease (and (ii) any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015date hereof.

Accounting Terms; GAAP. Except (a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used herein in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP GAAP, as in effect from time to timetime (except as otherwise provided in the definition of “GAAP”); provided provided, that (ai) if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 becomes or became effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that the Borrowers, on the one hand, and (ii) if such an amendment is requested by the Borrower or the Required Lenders, on then the other hand, agree to Borrower and the Administrative Agent shall negotiate in good faith with respect to any proposed enter into an amendment to eliminate or adjust for of the effect relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP; and (b) notwithstanding any other provision contained herein, all GAAP or the application thereof. 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, The Fair Value Option for Financial Assets and Financial Liabilities, ) (or any successor thereto (including pursuant to the other Accounting Standards Codification), Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any Restricted Subsidiary subsidiary at “fair value,” ”, as defined therein, therein and (ii) any change treatment of Indebtedness in GAAP occurring after July 24, 2015 as a result respect of the adoption of any proposals set forth in the Proposed convertible debt instruments under Accounting Standards Update, Leases Codification 470-20 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or effect) to value any such Indebtedness in connection therewitha reduced or bifurcated manner as described therein, in each case if and such change would require treating any lease Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Borrower notifies the Administrative Agent that the Borrower (or similar arrangement conveying the right to useits applicable Parent Company) as a capital lease where such lease (or similar arrangement) was not is required to be report under IFRS or has elected to do so treated through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP as in effect on July 24, 2015GAAP).

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that (a) that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; and (b) notwithstanding . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to (i) any election under Statement of Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, Standard having a similar result or any successor thereto (including pursuant to the Accounting Standards Codification), effect) to value any Indebtedness debt or other liabilities of the Parent Borrower or any Restricted Subsidiary at “fair value,” ”, as defined therein, therein and (ii) without giving effect to any change treatment of debt in GAAP occurring after July 24respect 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, 2015 as a result of and such debt shall at all times be valued at the adoption of full stated principal amount thereof. In addition, notwithstanding any proposals other provision contained herein, the definitions set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued this Agreement and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any Codification 840 (Leases) and other related lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP accounting guidance as in effect on July 24, 2015.the Amendment No. 2 Effective Date. ARTICLE II THE CREDITS 20

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that that, (a) if the Parent Borrower Company notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that the Borrowers, on the one hand, and the Lenders, on the other hand, agree to negotiate in good faith with respect to any proposed amendment to eliminate or adjust for the effect of any such change in GAAP; herewith and (b) 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, (A) without giving effect to (i) any election under Statement Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, and (C) without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateBoard ASU No. 2016-02, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, 842) or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if to the extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on July 24, 2015prior to such implementation.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP GAAP, as in effect from time to time; provided that that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (a) or any other Financial Accounting Standard or the corresponding Accounting Standards Codification Topic, as applicable, having a similar effect); provided further that, if the Parent Borrower notifies the Administrative Agent in writing (including via e-mail) that the Borrowers request Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then 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 that . Without limiting the Borrowers, on the one handforegoing, and for the Lendersavoidance of doubt, on if such a notice is given regarding a change in GAAP after such change is adopted but prior to its becoming effective, then the other handParent Borrower and the Administrative Agent shall, agree to negotiate acting reasonably and in good faith with respect to any proposed faith, negotiate an amendment to eliminate or adjust for the effect provisions of any this Agreement affected by such change in GAAP; and GAAP to preserve the original intent of such provisions in light of such change (b) 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 Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant subject to the Accounting Standards Codificationapproval of the Required Lenders), to value any Indebtedness of the Parent Borrower or any Restricted Subsidiary at “fair value,” as defined therein, and (ii) any which amendment shall take effect when such change in GAAP occurring after July 24, 2015 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on July 24, 2015becomes effective.