Common use of Accounting Terms Clause in Contracts

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

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

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

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined used herein shall be construed in accordance with Applicable Accounting Principles; providedinterpreted, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, and in accordance with GAAP applied on a consistent basis; PROVIDED, HOWEVER, that calculations of the implied principal component of all financial covenants contained herein obligations under any Synthetic Lease or the implied interest component of any rent paid under any Synthetic Lease shall be calculatedmade by the Borrower in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, without giving effect prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements as at December 31, 2000), but, in any event, unless otherwise expressly provided herein, after elimination for minority interests; PROVIDED, HOWEVER, if (a) the Credit Parties shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any election under change in GAAP or the Statement of Financial Accounting Standards No. 159 (rules promulgated with respect thereto or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Credit Parties to the Lenders as used herein to refer which no such objection shall have been made; PROVIDED FURTHER, HOWEVER, that nothing contained in this Section 1.3 shall be deemed to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning restrict the ability of the applicable Person Credit Parties to continue as a going concern or without any exception as (i) make purchase accounting adjustments with respect to the scope Transaction during the four-quarter period immediately succeeding the consummation of the auditTransaction or (ii) make purchase accounting adjustments with respect to any Permitted Acquisition during the four-quarter period immediately succeeding the consummation of such transaction.

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

Accounting Terms. All (a) Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be construed delivered by the Borrower to the Lenders pursuant to clauses (a), (b), (c) and (d) of Section 7.1 shall be prepared in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to GAAP as in effect at the time of such preparation. If at any provision hereof to eliminate the effect of time any Accounting Change occurring after the Closing Date change in GAAP or in the consistent application thereof on would affect the operation computation of such provision (any financial covenant or if Agent notifies requirement set forth in any Credit Document, and either the Borrower that or the Required Lenders request an amendment shall object in writing to any provision hereof for determining compliance based on such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereofchange, then the Administrative Agent and Borrower agree that they will shall negotiate in good faith to amend such financial covenant, requirement or applicable defined terms to preserve the original intent thereof in light of such change to GAAP (it being understood and agreed that such amendments agreed between the Administrative Agent and the Borrower shall require consent of the Required Lenders only), provided that, until so amended such computations shall continue to the provisions of this Agreement that are directly affected by such Accounting Change be made on a basis consistent with the intent most recent financial statements delivered pursuant to clauses (a), (b), (c) and (d) of having the respective positions of the Lenders and Borrower after such Accounting Change conform Section 7.1 as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if which no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseobjection has been made. Notwithstanding anything to the contrary in the Credit Documents, and notwithstanding any accounting change after January 1, 2019 that would require lease obligations (whether such lease obligations are entered into before or after such date) that would be treated as operating leases to be classified and accounted for as Capital Leases or otherwise reflected on the consolidated balance sheet of the Parent and its Subsidiaries, for the purposes of determining compliance with any covenant contained herein, (a) all financial statements delivered hereunder such obligations shall be prepared, treated in the same manner as operating leases are treated as of such date and all financial covenants contained herein shall be calculated, without giving effect to any election under not constitute Indebtedness or a Capital Leases of the Statement of Financial Accounting Standards No. 159 (Parent or any similar accounting principle) permitting a Person to value of its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue Subsidiaries as a going concern or without any exception as to the scope result of the auditsuch changes in accounting.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, however, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by applied immediately before such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after shall have become effective until such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments notice shall have been agreed upon and agreed to by the Required Lenders, the provisions withdrawn or such provision shall have been amended in this Agreement shall be calculated as if no such Accounting Change had occurredaccordance herewith. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrowers and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP, whether such lease is entered into before or after the Closing Date, shall not constitute a Finance Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Required Lenders.

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

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

Accounting Terms. All Notwithstanding anything to the contrary in the Agreement, all accounting terms not specifically defined herein in this Annex F shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be preparedconformity with, and all financial data required to be submitted by this Annex F shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein. In the event that GAAP changes during the term of the Agreement such that the covenants contained in Clause C.13 or C.14 would then be calculated in a different manner or with different components, the Guarantor and Ex-Im Bank agree to amend this Annex F in such respects as are necessary to conform those covenants as criteria for evaluating the Guarantor’s financial condition to substantially the same criteria as were effective prior to such change in GAAP and the Guarantor shall be deemed to be in compliance with the covenants contained in the aforesaid Clauses if and to the extent that the Guarantor would have been in compliance therewith under GAAP as in effect immediately prior to such change, but shall have the obligation to deliver with each of the materials described in Clause B.11 to Ex-Im Bank, on the dates therein specified, reconciling financial data presented in a manner which conforms with GAAP as in effect immediately prior to such change. However, notwithstanding any requirement of GAAP after the Execution Date that would require lease obligations that would be treated as operating leases as of the Execution Date to be classified and accounted for as Capital Leases or otherwise reflected on the Guarantor’s consolidated balance sheet, such obligations shall continue to be excluded from the definitions of Indebtedness, Capital Leases and Capital Lease Obligations. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be calculatedconstrued, and all computations of amounts and ratios referred to herein shall be made without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial liabilities or any Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability liabilities of the applicable Person to continue Guarantor or any Restricted Subsidiary at “fair value”, as a going concern or without any exception as to the scope of the auditdefined therein.

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

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

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding anything to the contrary contained in this Section or in the definition of “Capitalized Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof or entered into prior to December 31, 2018) that would constitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersLenders and the Borrowers, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit (other than any qualification pertaining to the impending maturity of the Obligations occurring within twelve (12) months after such audit) .

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

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

Accounting Terms. All (a) Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with Applicable Accounting PrinciplesGAAP, as in effect from time to time; providedprovided that, that if any Borrower notifies Administrative Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Date date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative Agent notifies each Borrower that the Required Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Financial statements and other information required to be delivered by a Borrower to Administrative Agent pursuant to Sections 5.01(a) and Borrower agree that they will negotiate 5.01(b) shall be prepared in good faith amendments accordance with GAAP consistently applied (subject to, in the case of financial statements delivered pursuant to Sections 5.01(a), normal year-end audit adjustments and the absence of footnotes) (and delivered together with the reconciliation statements provided for in Section 5.01(d), if applicable). Subject to the provisions of this Agreement that are directly affected by such Accounting Change foregoing, calculations in connection with the intent of having the respective positions of the Lenders definitions, covenants and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon other provisions hereof shall utilize accounting principles and agreed to by the Required Lenders, the provisions policies in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseconformity with GAAP. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial computations of amounts, definitions, covenants contained and ratios referred to herein shall be calculated, made (i) without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of any Borrower, any other Credit Party or Indebtedness any OZ Subsidiary thereof at the “fair value thereof, and (b) the term "unqualified opinion" value,” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifieddefined therein, and (ii) does not include without giving effect to proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, (Topic 842) issued May 16, 2013, any explanationsuccessor proposal, supplemental commentany implementation thereof, any oral or public deliberations by the Financial Accounting Standards Board regarding the foregoing, or any other comment concerning change in GAAP after April 10, 2018 that would require the ability obligations of the applicable a Person in respect of an operating lease or a lease that would be treated as an operating lease on April 10, 2018 to continue be recharacterized as a going concern Capital Lease or without any exception as to the scope of the auditCapital Lease Obligations.

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

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with Applicable Accounting PrinciplesGAAP, as in effect from time to time; provided, that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower requests an amendment wishes to amend any provision hereof financial ratio or requirement to eliminate the effect of any Accounting Change occurring change in GAAP that occurs after the Closing Date or in the application thereof on the operation of such provision financial ratio or requirement (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to amend any provision hereof financial ratio or requirement for such purpose), regardless then the Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change financial ratio or requirement is amended in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments a manner satisfactory to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Borrower and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, . The Borrower and the provisions in this Agreement shall be calculated as if no Lenders hereby agree to enter into good faith negotiations to amend any such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant ratio or a related definition, it shall be understood requirement promptly upon receipt from any party entitled to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesend such notice. Notwithstanding anything to the contrary contained hereinforegoing, (aA) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, thereof and (bB) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability all leases of the applicable Person Parent Guarantor and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP as of May 31, 2018 shall continue to continue be treated as a going concern or without operating leases for purposes of the financial definitions contained herein, regardless of any exception change in GAAP after the Closing Date that would otherwise require such operating leases to be treated as Capital Leases; provided, that the Borrower shall provide to the scope of the auditAdministrative Agent financial statements and other documents required under this Agreement which include a reconciliation showing such treatment before and after giving effect to such change in GAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding any changes in GAAP after the Original Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Original Closing Date (whether such lease was entered into before or after the Original Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrowers and Agent. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

Accounting Terms. All Subject to the third sentence of this Section 1.2, all accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "ParentBorrowers" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All Any accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions term used in this Agreement shall be calculated as if no such Accounting Change had occurred. When used have, unless otherwise specifically provided herein, the term "meaning customarily given in accordance with GAAP, and all financial statements" computations hereunder shall include be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the notes and schedules thereto. Whenever the term "Parent" is same method for inventory valuation as used in respect the preparation of a the financial covenant statements of Parent most recently received by Agent prior to the date hereof; provided, that, upon the adoption by Parent of IFRS as required by Parent’s independent certified public accountants or a related definitionin the event of any change in GAAP after the date hereof that affects the covenants in Section 7 hereof, it shall Administrative Borrower may by notice to Agent, or Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower require that such covenants be understood to mean calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries on Subsidiaries, immediately before the adoption by Parent of IFRS or the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such covenant is amended in a consolidated basismanner satisfactory to Parent, unless Agent and the context clearly requires otherwiseRequired Lenders. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. When used herein, and (b) the term "unqualified opinion" as “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used herein in respect of a financial covenant or a related definition, it shall be understood to refer to opinions mean Parent or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedBorrowers and their Subsidiaries on a consolidated basis, and (ii) does not include any explanation, supplemental comment, or other comment concerning unless the ability context clearly requires otherwise. For purposes of the applicable Person to continue as a going concern or without any exception as calculations pursuant to the scope terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the auditcurrent treatment under GAAP as in effect on the Closing Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter.

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

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

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

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall be construed have the meanings assigned to them in accordance conformity with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to GAAP. If any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or change in GAAP results in a change in the application thereof on calculation of the operation financial covenants or interpretation of such provision (related provisions of this Agreement or any other Credit Document, then if Agent notifies either Borrower that or the Required Requisite Lenders shall request an amendment to any provision hereof for such purpose), regardless provisions of whether any such notice is given before or after such Accounting Change or in the application thereofthis Agreement, then the Borrower, the Administrative Agent and Borrower the Requisite Lenders agree that they will to negotiate in good faith amendments an amendment to the such provisions of this Agreement that are directly affected by so as to equitably reflect such Accounting Change changes in GAAP with the intent of having desired result that the respective positions of criteria for evaluating the Lenders and Borrower Borrower’s financial condition shall be the same after such Accounting Change conform change in GAAP as nearly as possible to their respective positions as of the date of this Agreement and, until any if such amendments have change had not been agreed upon and agreed to by the Required Lenders, the provisions made; provided that no such change in this Agreement GAAP shall be calculated as if no such Accounting Change had occurred. When used herein, the term "given effect for purposes of measuring compliance with financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basiscovenants, unless the context clearly requires otherwiseBorrower and the Requisite Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Until the Borrower and the Requisite Lenders have agreed to any amendment referred to in the prior sentence, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the financial statements prior to the applicable change in GAAP. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of the Borrower or Indebtedness any Subsidiary at the “fair value thereofvalue”, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifieddefined therein, and (ii) does not include any explanationtreatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, supplemental commentand such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) Accounting Standards Codification 842, Leases (or any other comment concerning Accounting Standards Codification having similar result or effect) (and related interpretations) to the ability of the applicable Person extent any lease (or similar arrangement) would be required to continue be treated as a going concern capital lease thereunder where such lease (or without any exception arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the scope effectiveness of the auditsuch Accounting Standards Codification.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all references to "Borrowers and their Subsidiaries" in connection with any accounting terms, financial covenants and financial statements contained herein shall be deemed to refer to "Ultimate Parent and its Subsidiaries" after a Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bc) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Administrative Borrower and Agent.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will shall negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower BorrowerParent and its Restricted Subsidiaries after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement Agreementimmediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersLenders and Borrower, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “BorrowerParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent BorrowerParent and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 159Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment comment, in each case, concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit; provided, that it shall not be a violation of the foregoing, if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the Maturity Date is subject to a “going concern” or other qualification solely as a result of such impending Maturity Date). Whether a lease constitutes a Capitalized Lease Obligation shall be determined in accordance with GAAP and policies in conformity with those used to prepare the financial statements of Borrower and its Subsidiaries fiscal year ended December 31, 2011as in effect on the Amendment Effective Date.

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

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

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

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with Applicable Accounting PrinciplesGAAP applied on a basis consistent with the most recent audited consolidated financial statements of Borrower delivered to Agent; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate that, in the effect event of any Accounting Change occurring change in GAAP after the Closing Date date hereof that affects the covenant in Section 10 hereof, Borrower may by notice to Agent, or Agent may by notice to Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Borrower immediately before the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such covenant is amended in a manner satisfactory to Borrower and Agent. Borrower shall deliver to Agent at the same time as the delivery of any financial statements given in accordance with the provisions of Section 8.1 hereof (i) a description in reasonable detail of any material change in the application thereof of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding monthly, quarterly or annual financial statements and (ii) a reasonable estimate of the effect on the operation financial statements on account of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or changes in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseapplication. Notwithstanding anything to the contrary contained herein, (ai) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bii) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (iA) unqualified, and (iiB) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

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

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined herein in Section 1.2 hereof or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 hereof to the extent not defined shall have the respective meanings given to them under GAAP; provided that, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be construed defined in accordance with Applicable Accounting PrinciplesGAAP; providedprovided that, notwithstanding the foregoing, if there occurs after March 31, 2017 any change in GAAP that if Borrower notifies Agent that Borrower requests an amendment to affects in any provision hereof to eliminate respect the effect calculation of any Accounting Change occurring after covenant set forth in this Agreement or the Closing Date or definition of any term defined under GAAP used in the application thereof on the operation of such provision (or if Agent notifies Borrower that the calculations, and either Required Lenders request an amendment to any provision hereof for such purpose)or Borrowing Agent so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Lenders and Borrowing Agent and Borrower agree that they will shall negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by relate to the calculation of such Accounting Change covenants with the intent of having the respective positions of the Agent, Lenders and Borrower the Loan Parties after such Accounting Change change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement andClosing Date, provided that, until any such amendments have been agreed upon and agreed to by the Required Lendersupon, the provisions covenants in this Agreement shall be calculated as if no such Accounting Change change in GAAP had occurred. When used hereinoccurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the term "appropriate financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in information required hereunder with respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, Loan Parties both reflecting any applicable changes in GAAP and all as necessary to demonstrate compliance with the financial covenants contained herein shall be calculated, without before giving effect to any election under the Statement of Financial Accounting Standards Noapplicable changes in GAAP. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the The term "unqualified opinion" “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedunqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no effect on the calculation of, or compliance with, any financial covenant contained herein), and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit, except in the case of each of the foregoing clauses (i) and (ii), any such qualification, explanation, supplemental comment, or comment resulting solely from (1) an upcoming maturity date with respect to the Term Loan or the Revolving Loan Indebtedness or (2) a breach or anticipated breach of a financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with Applicable Accounting PrinciplesGAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Company delivered to the Lenders; providedprovided that, that if the Borrower notifies the Administrative Agent that Borrower requests an amendment it wishes to amend any provision hereof covenant in Section 5.9 to eliminate the effect of any Accounting Change occurring after the Closing Date or change in the application thereof GAAP on the operation of such provision covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment wish to any provision hereof amend Section 5.9 for such purpose), regardless then the compliance with such covenant shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change or covenant is amended in a manner satisfactory to the application thereof, then Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and Borrower agree that they will negotiate each Lender at the same time as the delivery of any annual or quarterly financial statements given in good faith amendments to accordance with the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained hereinSection 5.1, (a) all a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements delivered hereunder from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under have been made in accordance with the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, provisions above and (b) a reasonable estimate of the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is effect on the financial statements on account of such changes in application. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 (including without limitation for purposes of the definition of “Pro Forma Basis” set forth in Section 1.1), after consummation of any Permitted Acquisition, (i) unqualifiedincome statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability Indebtedness of a Target that is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable Person period, in each case in accordance with Regulation S-X under the Securities Act, as amended, applicable to continue as a going concern or without any exception as to the scope of the auditRegistration Statement under such Act on Form S-1.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Irish Holdings” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Irish Holdings and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of United States Financial Accounting Standards No. 159 Board Accounting Standards Codification Topic (“FASB ASC”) 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) with respect to the accounting for leases as either operating leases or Capitalized Leases and the impact of such accounting in accordance with FASB ASC 840 or otherwise on the definitions and covenants herein, GAAP as in effect on the Closing Date shall be applied, and (c) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Parent Guarantor and Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent or any Lender notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Agent, Lenders, Parent Guarantor and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all references to “Borrowers and their Subsidiaries” in connection with any accounting terms, financial covenants and financial statements contained herein shall be deemed to refer to “Ultimate Parent and its Subsidiaries” after a Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein (including, without limitation, any financial covenant set forth in Section 7 and any Additional Provision) shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bc) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or their Subsidiaries that would be characterized as an operating lease under GAAP as in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Administrative Borrower and the Required Lenders.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, however, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding the foregoing, if at any time Borrower determines to use IFRS in lieu of GAAP for financial reporting purposes, Borrower may elect by written notice to Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall, for purposes of this Agreement, thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS, and (b) for periods beginning prior to the date specified in such notice, GAAP; provided that, to the extent that such election would affect any financial ratio set forth in this Agreement or any financial covenant or related definition, (i) Borrower shall provide to Agent financial statements and other documents reasonably requested by Agent or any Lender setting forth a reconciliation with respect to such ratio or covenant for periods before giving effect to such election and for periods after giving effect to such election, and (ii) if Borrower, Agent or the Required Lenders shall so request, Agent, the Required Lenders and Borrower shall negotiate in good faith to amend the provisions of this Agreement that are directly affected by such election with the intent of having the respective positions of the Lenders and Borrower after such election conform as nearly as possible to their respective positions as of the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the purposes of calculating compliance with the financial covenants of this Agreement, no effect shall be given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially similar pronouncement. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrower and each of its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit.

Accounting Terms. All Any accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions term used in this Agreement shall be calculated as if no such Accounting Change had occurred. When used have, unless otherwise specifically provided herein, the term "meaning customarily given in accordance with GAAP, and all financial statements" computations hereunder shall include be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the notes and schedules thereto. Whenever the term "Parent" is same method for inventory valuation as used in respect the preparation of a the financial covenant statements of Parent most recently received by Agent prior to the date hereof; provided, that, upon the adoption by Parent of IFRS as required by Parent’s independent certified public accountants or a related definitionin the event of any change in GAAP after the date hereof that affects the covenants in Section 7 hereof, it shall Administrative Borrower may by notice to Agent, or Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower require that such covenants be understood to mean calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries on Subsidiaries, immediately before the adoption by Parent of IFRS or the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such covenant is amended in a consolidated basismanner satisfactory to Parent, unless Agent and the context clearly requires otherwiseRequired Lenders. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any qualification, explanation, supplemental comment, comment or other comment concerning the ability of the applicable Person person to continue as a going concern or without any exception as to the scope of the audit. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as in effect on the Closing Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Furthermore, notwithstanding any other provision contained herein, except with respect to financial statements delivered pursuant to Sections 4.8 and 5.1, any lease that would have been characterized as an operating lease in accordance with GAAP prior to the date of Administrative Borrower’s adoption of ASC 842 (whether or not such lease was in effect on such date) shall not constitute a capital or finance lease, and any such lease shall be, for all purposes of this Agreement, treated as though it were reflected on Administrative Borrower’s consolidated financial statements in the same manner as an operating lease would have been reflected prior to Company’s adoption of ASC 842.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "terms “Parent" is ” and “Borrowers” are used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

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

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

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

Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in accordance conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with Applicable Accounting Principlesthe Credit Parties’ past practices, except as otherwise specifically prescribed herein; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change change in GAAP or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by applied immediately before such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after change shall have become effective until such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments notice shall have been agreed upon and agreed to by the Required Lenders, the provisions withdrawn or such provision amended in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwiseaccordance herewith. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculated, made (i) without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of the Borrower or Indebtedness any Subsidiary at the “fair value thereofvalue”, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifieddefined therein, and (ii) does not include without giving effect to any explanationtreatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, supplemental comment, or other comment concerning and such Indebtedness shall at all times be valued at the ability of the applicable Person to continue as a going concern or without any exception as full stated principal amount thereof. Notwithstanding anything to the scope contrary in this Agreement or any other Credit Document, for purposes of calculations made pursuant to the auditterms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

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

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

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined used herein shall be construed in accordance with Applicable Accounting Principles; providedinterpreted, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, and all in accordance with GAAP. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial covenants contained herein statements delivered pursuant to Section 7.1 hereof (or, prior to the delivery of the first financial statements pursuant to Section 7.1 hereof, consistent with the annual audited financial statements referenced in Section 6.1); PROVIDED, HOWEVER, if (a) the Borrower shall be calculated, without giving effect object to determining such compliance on such basis at the time of delivery of such financial statements due to any election under change in GAAP or the Statement of Financial Accounting Standards No. 159 (rules promulgated with respect thereto or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance with the financial covenants set forth in Section 7.9 and for purposes of the definition of "unqualified opinionApplicable Percentage" as used herein set forth in Section 1.1, income statement items (whether negative or positive) attributable to refer the Acquired Assets and any Property acquired in any Investment described in clause (viii) of the definition of "Permitted Investment" and any Indebtedness incurred by the Borrower or any of its Subsidiaries in order to opinions consummate such acquisition or reports provided Investment shall be included to the extent relating to any period applicable in such calculations occurring after the date of such Investment (and, notwithstanding the foregoing, during the first four fiscal quarters following the date of the acquisition of the Acquired Assets or of such Investment, such acquisition or Investment and any Indebtedness incurred by accountants the Borrower or any of its Subsidiaries in order to consummate such acquisition or Investment (A) shall mean an opinion be deemed to have occurred on the first day of the four fiscal quarter period immediately preceding the date of such acquisition or report that is (i) unqualified, Investment and (iiB) does not include any explanationif such Indebtedness has a floating or formula rate, supplemental comment, or other comment concerning then the ability implied rate of interest for such Indebtedness for the applicable Person period shall be determined by utilizing the rate which is or would be in effect with respect to continue such Indebtedness as a going concern or without any exception as to at the scope relevant date of the auditdetermination).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, however, that if U.S. Administrative Borrower notifies Agent that Borrower requests the Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies U.S. Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower the Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower the Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lendersupon, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Borrowers” or the term “Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the contrary contained herein, (a) all audited financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect pursuant to any election under the Statement of Financial Accounting Standards No. 159 (Section 5.1 on or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as prior to the scope Third Amendment Effective Date for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the auditBorrowers and Required Lenders have entered into a mutually acceptable amendment addressing such changes, as provided for above.

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

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, however, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by applied immediately before such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after shall have become effective until such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments notice shall have been agreed upon and agreed to by the Required Lenders, the provisions withdrawn or such provision shall have been amended in this Agreement shall be calculated as if no such Accounting Change had occurredaccordance herewith. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrowers and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the auditaudit and (c) if any change in GAAP after the Closing Date results in leases which are, or would have been, classified as operating leases under GAAP as it exists on the Closing Date being classified (or reclassified) as Capital Leases under revised GAAP, such change in classifications of leases from operating leases to Capital Leases shall be ignored for the purposes of this Agreement, but solely to the extent the principal portion of the obligations under such leases would not, in the aggregate, exceed $75,000,000 if such leases were classified (or reclassified) as Capital Leases under revised GAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that (i) if the Borrower notifies Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and the Borrower agree agrees that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and the Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred, and (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a pro forma basis. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification Section 825-10 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding any other provision contained herein, any change in GAAP that would require an operating lease to be treated as a capital lease should not be given effect hereunder.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Bxxxxxxx agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement before such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrower and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.. Any obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standard Board on February 25, 2016 of ASU No. 2016-02, Leases (Topic 842) (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants in this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that that, if a Borrower notifies Agent Lender that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change Changes occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Lender and Borrower Xxxxxxxxx agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Lender and Borrower Borrowers after such Accounting Change change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersXxxxxx, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided, further, that notwithstanding anything to the contrary in this Agreement, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capital Lease on a balance sheet of such Person under GAAP prior to the effect of FASB ASC 842 shall not be treated as a Capital Lease as a result of the adoption of FASB ASC 842. A Loan Party shall deliver to Lender at the same time as the delivery of any financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding monthly, quarterly or annual financial statements and (b) a reasonable estimate of the effect on the financial statements on account of such changes in application. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (ai) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bii) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (iA) unqualified, and (iiB) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein), all accounting terms not specifically defined herein shall be construed interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with Applicable Accounting PrinciplesGAAP applied on a basis consistent with the most recent audited financial statements of the Tested Companies delivered to Administrative Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, in each case, except for any change required or permitted by GAAP if the Tested Companies’ certified public accountants concur in such change; provided, that however, that, despite the adoption of any such change, Borrower Representative shall (a) in addition to delivery of financial statements pursuant to Section 8.6(b), (c) or (d), and on each date such financial statements are required to be delivered, furnish the adjustments and reconciliations necessary to enable Borrowers and Administrative Agent to determine compliance with each of the Financial Covenants, all of which shall be determined in accordance with GAAP but without giving effect to such change, and (b) the Borrowing Base shall continue to be calculated without giving effect to such change (if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after such change would be to increase the Closing Date or amount of Excess Availability); provided, further, that Borrower Representative shall not be required to deliver such adjustments and reconciliations and may apply such change in the application thereof calculation of the Borrowing Base and its related terms if (a) the change is disclosed to Administrative Agent and (b) Section 10, the definition of “Borrowing Base” and any terms used therein or bearing on the operation amount of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to Excess Availability derived therefrom, as applicable, and any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions other Section of this Agreement or any other Loan Document that are directly is affected by such Accounting Change with thereby is amended in a manner satisfactory to Administrative Agent and Required Lenders to take into account the intent of having the respective positions effects of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwisechange. Notwithstanding anything the foregoing or any other provision contained herein or in any other Loan Document to the contrary contained hereincontrary, (ai) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein Financial Covenants shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bii) any obligations related to a lease (whether now or hereafter existing) that would have been accounted for by such Person as an operating lease in accordance with GAAP as of December 31, 2015 (whether or not such lease existed as of December 31, 2015 or is thereafter entered into) shall be accounted for as an operating lease in accordance with GAAP as of December 31, 2015 and not a Capital Lease or a finance lease for all purposes under this Agreement and the other Loan Documents. The term "“unqualified opinion" ,” as used herein or in any Loan Document, in reference to refer to opinions or reports provided any opinion given by accountants shall mean in a financial statement or report, means an opinion or report that is (i) is unqualified, and (ii) does not include any explanation, supplemental comment, comment or other comment concerning calling into question the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the auditaudit or report (other than any such explanation, supplemental comment or other comment arising solely from (A) the impending maturity of any Debt permitted by this Agreement, (B) any anticipated inability to satisfy the Financial Covenant in Section 10.1(a) or Section 10.1(b) or any financial covenant set forth in Section 10.1(a) or Section 10.1(b) of the Term Loan Credit Agreement (in each case, only so long as Borrowers would have the ability to exercise a cure right under Section 11.7 of this Agreement and Section 11.7 (or any analogous provision) of the Term Loan Credit Agreement) and/or (C) changes in accounting principles or practices reflecting changes in GAAP that are required or approved by Borrowers’ independent certified public accountants).

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurredGAAP. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 Codification 000-00-00 (or any similar accounting principleprinciple or other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereofthereof or (ii) any treatment of Indebtedness 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 (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, qualification or supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit. Notwithstanding anything to the contrary contained herein or in the definition of “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 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, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. If at any time any change in GAAP would affect the computation of any financial ratio or covenant set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Agents, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Agents and the Lenders unaudited financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent Lender that Borrower requests an amendment to any provision hereof to eliminate the effect of any changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Change Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent Lender notifies Borrower that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Lender and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Lender and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required LendersLender, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries Borrower on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. For the purposes hereof, “fiscal quarter” shall mean each quarterly accounting period during any fiscal year; provided, that, all references to the fiscal quarter ending March 31, June 30, September 30 or December 31 shall mean the first, second, third or fourth fiscal quarter of the applicable fiscal year, respectively, irrespective of the actual date on which such fiscal quarter may end.

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

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurredGAAP. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 Codification 800-00-00 (or any similar accounting principleprinciple or other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereofthereof or (ii) any treatment of Indebtedness 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 (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, qualification or supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit. Notwithstanding anything to the contrary contained herein or in the definition of “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 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, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. If at any time any change in GAAP would affect the computation of any financial ratio or covenant set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Agents, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Agents and the Lenders unaudited financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Administrative Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a1) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b1) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i1) unqualified, and (ii1) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower Parent notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided further that the parties hereto agree that the adoption of ASC 606 by the Borrowers and their Subsidiaries prior to the date hereof shall not constitute an Accounting Change. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculating the U.S. Borrowing Base with respect to the U.S. Iron Ore Business, such calculation shall be on a “first-in, first-out” basis. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the auditaudit (other than a “going concern” or like qualification or exception resulting solely from (i) maturity of any Indebtedness (including the Revolver Commitments) occurring within one year from the time such opinion is delivered, and/or (ii) the projected or potential breach of any of the financial covenants set forth in this Agreement or any agreement governing any Indebtedness during the one-year period following the date such opinion is delivered), and (c) for purposes of any calculations hereunder, including calculating Fixed Charge, and the determination of Indebtedness hereunder, any lease (or similar arrangement) that would constitute an “operating lease” under GAAP as in effect on the Closing Date (or would have constituted an “operating lease” had such lease or similar arrangement been in effect on the Closing Date) shall constitute an “operating lease” hereunder and the obligations thereunder shall not constitute Capitalized Lease Obligations. For purposes of determining satisfaction of the Payment Conditions set forth in this Agreement or the financial covenant set forth in Section 7 of this Agreement, such determination shall be calculated on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to any Permitted Acquisition, Permitted Disposition or Permitted Investment that are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC or in such other manner acceptable to Agent).

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "terms “Parent" is ” and “Borrowers” are used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Code. AnySubject to Section 1.8, any terms used in this Agreement that are defined in the Code, shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that that, if a Borrower notifies Agent Lender that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change Changes occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Lender and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Lender and Borrower Borrowers after such Accounting Change change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required LendersLender, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. A Loan Party shall deliver to Lender at the same time as the delivery of any financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding monthly, quarterly or annual financial statements and (b) a reasonable estimate of the effect on the financial statements on account of such changes in application. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (ai) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bii) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (iA) unqualified, and (iiB) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other financial data (including financial ratios and other financial calculations) required to be construed delivered by Borrower Representative to Lenders pursuant to this Agreement shall be prepared in accordance with Applicable Accounting Principles; providedGAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.01(e), that if Borrower notifies Agent that Borrower requests an amendment to applicable). If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any Accounting Change occurring after financial ratio set forth in any Credit Document, and the Closing Date Borrower Representative or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Requisite Lenders request an amendment to any provision hereof for such purpose)shall so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Administrative Agent and the Borrower agree that they will Representative shall negotiate in good faith amendments to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by the Requisite Lenders and the Borrower Representative); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein, and the Borrower Representative shall provide to Administrative Agent and the Lenders within five (5) days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Senior Officer of the Borrower Representative setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood as set forth in Section 6.08) that would have resulted if such financial statements had been prepared without giving effect to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesuch change. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of the Borrowers or Indebtedness any of their respective Subsidiaries at the “fair value thereof, and (b) the term "unqualified opinion" value,” as used herein to refer to opinions defined therein or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanationtreatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any such Indebtedness in a DOC ID - 36220401.1 reduced or bifurcated manner as described therein, supplemental comment, or other comment concerning and such Indebtedness shall at all times be valued at the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the auditfull stated principal amount thereof.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" as used herein within 180 days after the initial receipt of such monies (or to refer to opinions or reports provided by accountants shall mean an opinion or report that is enter into a binding commitment thereof within said 180 day period), (iC) unqualifiedthe monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (iiD) does not include any explanationBorrower or its Subsidiaries, supplemental commentas applicable, complete such replacement, purchase, or other comment concerning construction within 180 days after the ability initial receipt of such monies (or, in the case of such binding commitment, subsequently complete such replacement, purchase, or construction within an additional 90 days thereafter), then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the applicable Person to continue as a going concern assets that are the subject of such sale or without any exception as disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the scope extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(i); provided, however, that Borrower shall not have the right to use any Net Cash Proceeds in excess of $10,000,0005,000,000 (or such greater amount as agreed to by Agent in writing in its sole discretion) in the auditaggregate to make such replacements, purchases or construction in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower Parent notifies Agent that Borrower it requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Sixth Restatement Effective Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Agent, Parent, and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower the Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Parent and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, thereof and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualifiedunqualified (except as set forth in clause (ii) below), and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the auditaudit (except to the extent of any “going concern” qualifications or statement as a result of the impending Maturity Date occurring within one year from the time the report is delivered).

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

Accounting Terms. All accounting terms not specifically defined herein shall sha ll be construed in accordance with Applicable Accounting PrinciplesGAAP; providedprovided , that , if Lead Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof the reof on the operation of such provision (or if Agent notifies Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in i n the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders Xxxxx xx and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and reasonably agreed to by the Required LendersAgent, the provisions prov isions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ”, “Borrowers” is used in respect of a financial fin ancial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial financia l statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topi c 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit.. 1.3

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable GAAP. If an Accounting Principles; providedChange occurs after December 31, 2012 (or such later date as Borrowers and Required Lenders agree to) that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate affects the effect calculation of any Accounting Change occurring after the Closing Date financial covenant or in the application thereof on the operation of such any other provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereofhereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by to eliminate the effect of such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the December 31, 2012 (or such later date of this Agreement as Borrowers and Required Lenders agree to) and, until any such amendments have been agreed upon and agreed to by Borrowers and the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided, further, that notwithstanding any Accounting Change after December 31, 2012 that would require lease obligations that would be treated as operating leases as of December 31, 2012 to be classified and accounted for as capital leases or otherwise reflected on Parent and its Subsidiaries' consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations shall be treated in the same manner as operating leases are treated as of December 31, 2012. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, however, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by applied immediately before such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after shall have become effective until such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments notice shall have been agreed upon and agreed to by the Required Lenders, the provisions withdrawn or such provision shall have been amended in this Agreement shall be calculated as if no such Accounting Change had occurredaccordance herewith. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrowers and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.. \66176107.6

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower Parent notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided further that the parties hereto agree that the adoption of ASC 606 by the Borrowers and their Subsidiaries prior to the date hereof shall not constitute an Accounting Change. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculating the Borrowing Base, such calculation of Inventory shall be on a “first-in, first-out” basis. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the auditaudit (other than a “going concern” or like qualification or exception resulting solely from (i) maturity of any Indebtedness (including the Revolver Commitments) occurring within one (1) year from the time such opinion is delivered, and/or (ii) the projected or potential breach of any of the financial covenants set forth in this Agreement or any agreement governing any Indebtedness during the one-year period following the date such opinion is delivered), and (c) notwithstanding the foregoing or anything else to the contrary in this Agreement, all leases of the Borrowers and their respective Subsidiaries that were treated as “operating leases” prior to the adoption of ASC 842 shall continue to be accounted for as such for all purposes under the Loan Documents. For purposes of determining satisfaction of the Payment Conditions set forth in this Agreement or the financial covenant set forth in Section 7 of this Agreement, such determination shall be calculated on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to any Permitted Acquisition, Permitted Disposition or Permitted Investment that are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC or in such other manner acceptable to Agent).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. 1.3.

Accounting Terms. All GAAP. Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined herein or financial nature shall be construed in accordance with Applicable Accounting PrinciplesGAAP, as in effect from time to time; providedprovided that, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change change occurring after the Closing Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change change in GAAP or in the application thereof, then Agent such provision shall be interpreted on the basis of GAAP as in effect and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by applied immediately before such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after change shall have become effective until such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments notice shall have been agreed upon and agreed to by withdrawn or such provision amended in accordance herewith.Notwithstanding the Required Lendersforegoing, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and if the Company has elected, or elects in the future, to value its financial liabilities at the fair value, it shall furnish to the Administrative Agent and Lenders at the time that it delivers the quarterly and annual reports pursuant to Section 5.01 (a) and (b) a reconciliation showing the term "unqualified opinion" value of its financial liabilities as used if the Company had not made such election. Notwithstanding the foregoing or anything herein to refer the contrary, for purposes of calculating the financial covenants set forth herein, including, without limitation those included in Section 6.01 hereof, Bxxxxx Wedgewood Associates, L.P. shall not be deemed to opinions be a Subsidiary or reports provided by accountants shall mean an opinion Unconsolidated Affiliate of the Company or report that is the Borrower so long as (i) unqualifiedthe aggregate amount of all Indebtedness, liabilities and other obligations of Bxxxxx Wedgewood Associates, L.P. that are recourse to the Company, the Borrower or any Subsidiary of the Company or the Borrower do not exceed $500,000 at any one time outstanding and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability none of the applicable Person to continue as a going concern or without Company, the Borrower and any exception as to the scope Subsidiary of the auditCompany or the Borrower owns more than .01% of the Equity Interests of Bxxxxx Wedgewood Associates, L.P. at any time.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Parent Guarantor and Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent Agent, Lenders, Parent Guarantor and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all references to “Borrowers and their Subsidiaries” in connection with any accounting terms, financial covenants and financial statements contained herein shall be deemed to refer to “Ultimate Parent and its Subsidiaries” after a Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein (including, without limitation, any financial covenant set forth in Section 7 and any Additional Provision) shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (bc) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All (a) Except as otherwise specifically provided herein, all terms of an accounting terms or financial nature not specifically or completely defined herein shall be construed in accordance with Applicable Accounting Principles; providedwith, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, provided that if the Parent Borrower notifies the Administrative Agent (who shall then notify the Lenders) that the Parent Borrower requests an amendment wishes to amend any provision hereof provisions of Article VII (or the definitions applicable thereto) to eliminate the effect of any Accounting Change occurring change in GAAP that occurs after the Closing ThirdFifth Amendment Effective Date or in the application thereof on the operation of any such provision provisions (or if the Administrative Agent notifies the Parent Borrower that the Required Lenders request an amendment wish to any provision hereof amend Article VII (or the definitions applicable thereto) for such purpose), regardless then (i) the Parent Borrower’s compliance with such covenants shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such Accounting Change or covenants are amended in a manner satisfactory to the application thereofParent Borrower, then the Administrative Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used hereinParent Borrower, the term "financial statements" shall include Administrative Agent and the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood Lenders agreeing to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything enter into good faith negotiations to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect amend any such provisions immediately upon receipt from any party entitled to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, send such notice and (ii) does not the Parent Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement which include any explanationa reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, supplemental comment(i) no commitment fees, amendment fees, upfront fees or other comment concerning fees shall be payable in connection with any such amendment which are entered into solely to effect the ability provisions of this Section 1.05 and (ii) any reference to Section 7.06 herein shall refer to Section 7.06 as amended, waived or otherwise modified from time to time in accordance with the applicable Person to continue as a going concern or without any exception as to the scope terms of the auditthis Agreement.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Administrative Borrower notifies Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding anything to the contrary contained in this Section 1.2 or in the definitions of “Capital Lease” or “Capitalized Lease Obligations” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 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, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms. All accounting terms not specifically defined herein, or defined herein shall be and not specifically provided as being construed in accordance with Applicable Accounting Principles; providedGAAP, that if Borrower notifies Agent that Borrower requests an amendment shall be construed, and all financial data submitted pursuant to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated prepared, in accordance with GAAP. THE REVOLVING CREDIT FACILITY The Revolving Credit Commitment. Subject to the terms and conditions set forth in this Agreement, each Bank severally, but not jointly, agrees to make loans to any Borrower (as if no directed by the Borrower Agent), from time to time up to such Accounting Change had occurred. When used hereinBank's Commitment, during the term period from the date hereof until the Maturity Date, such sums as the Borrower Agent may request (each such advance shall be a "financial statementsRevolving Credit Advance" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition"Loan"), it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless provided that the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, sum of (a) the total outstanding principal of Revolving Credit Advances plus (b) all financial statements delivered Letter of Credit Liabilities (such sum is hereinafter referred to as the "Total Outstanding Revolving Credit") shall not at any time exceed the Credit Limit. If at any time the Credit Limit is less than the Total Outstanding Revolving Credit, then the Borrowers, without prior notice from the Agent or any Bank, shall immediately repay the difference to the Agent, to be applied in the Agent's discretion either to repayment of Loans or as cash collateral for Letter of Credit Liabilities. The Borrowers shall use Loans to refinance existing Obligations under the Existing Agreement, to finance working capital and capital expenditures permitted hereunder and for other permitted general corporate purposes and for no other purposes. Each extension of credit under the Revolving Credit Commitment shall be preparedmade by each Bank in the proportion which that Bank's Commitment bears to the total Revolving Credit Commitment. Within the limits of the Revolving Credit Commitment, the Borrowers may borrow, repay and reborrow under this Section; provided that all financial covenants contained herein of the Loans be paid in full on the Maturity Date. The Borrowers shall be calculated, without giving effect pay interest on the principal amount of the Revolving Credit Advances outstanding from time to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness time at the fair value thereofInterest Rate applicable to each Loan in accordance with Section 2.7. The Borrower Agent shall have the right at any time and from time to time, upon at least three (3) Business Days prior written notice by the Borrower Agent to the Agent, to terminate the Revolving Credit Commitment in whole or reduce it in part, provided, however, that: (i) the Borrowers shall simultaneously with each such reduction pay to the Agent, for the account of the Banks (a) the amount by which the Total Outstanding Revolving Credit exceeds the Revolving Credit Commitment as so reduced, to be applied in the Agent's discretion either to repayment of Loans or as cash collateral for Letter of Credit Liabilities, with such repaid principal to be applied first against Base Rate Loans and thereafter against Eurodollar Loans in accordance with Section 2.16(C), and (b) all accrued and unpaid interest on the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, Loans so prepaid; and (ii) does not include to the extent application of this subsection requires a prepayment of any explanation, supplemental comment, or other comment concerning Eurodollar Loans prior to the ability end of the applicable Person to continue as Interest Period(s), the Borrowers shall pay any prepayment compensation required under Section 2.16 (whether or not the Banks shall have actually funded a going concern Loan with corresponding deposits). Any partial reduction of the Revolving Credit Commitment made at the Borrower Agent's option shall be in the minimum amount of Five Hundred Thousand Dollars ($500,000) or in multiples of Five Hundred Thousand Dollars ($500,000) in excess thereof. Any termination or reduction of the Revolving Credit Commitment hereunder shall be permanent, and the Revolving Credit Commitment cannot thereafter be restored or increased without the written consent of the Banks. Upon the termination of the Revolving Credit Commitment in whole, the Borrowers shall repay the aggregate principal amount of the Total Outstanding Revolving Credit together with interest thereon and any exception as other sums due hereunder, including, without limitation, under Section 2.16. The Borrowers may borrow, repay and reborrow under the Revolving Credit Commitment until the Maturity Date subject to the scope terms and conditions of the auditthis Agreement.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Borrowers notify Agent that Borrower requests Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "“Parent" ” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Codification Section 825-10 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting PrinciplesGAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Supermajority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Supermajority Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "“financial statements" ” shall include the notes and schedules thereto. Whenever the term "Parent" “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent the Loan Parties and its their Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term "“unqualified opinion" ” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or its Restricted Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP unless otherwise agreed to in writing by the Borrower and Supermajority Lenders.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other financial data (including financial ratios and other financial calculations) required to be construed delivered by Borrower Representative to Lenders pursuant to this Agreement shall be prepared in accordance with Applicable Accounting Principles; providedGAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.01(e), that if Borrower notifies Agent that Borrower requests an amendment to applicable). If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any Accounting Change occurring after financial ratio set forth in any Credit Document, and the Closing Date Borrower Representative or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Requisite Lenders request an amendment to any provision hereof for such purpose)shall so request, regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Administrative Agent and the Borrower agree that they will Representative shall negotiate in good faith amendments to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by the Requisite Lenders and the Borrower Representative); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein, and the Borrower Representative shall provide to Administrative Agent and the Lenders within five (5) days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Senior Officer of the Borrower Representative setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood as set forth in Section 6.08) that would have resulted if such financial statements had been prepared without giving effect to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwisesuch change. Notwithstanding anything to the contrary any other provision contained herein, (a) all terms of an accounting or financial statements delivered hereunder nature used herein shall be preparedconstrued, and all financial covenants contained computations of amounts and ratios referred to herein shall be calculatedmade, without giving effect to (i) any election under the Statement of Financial Accounting Standards No. 159 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities of the Borrowers or Indebtedness any of their respective Subsidiaries at the “fair value thereof, and (b) the term "unqualified opinion" value,” as used herein to refer to opinions defined therein or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanationtreatment of Indebtedness in respect of convertible debt instruments under ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, supplemental comment, or other comment concerning and such Indebtedness shall at all times be valued at the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the auditfull stated principal amount thereof.