Common use of GAAP Clause in Contracts

GAAP. Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes 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 by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to time.

GAAP. Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given to such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any “Accounting Changes” (as defined below) occur and such changes result in a change in GAAP from that used in the preparation calculation of the financial statements referred covenants, standards or terms used in this Agreement or any other Loan Document, then Borrowers, Agent and Lenders agree to enter into negotiations in Section 9.4 or iforder to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating Borrowers’ and their Subsidiaries’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made; provided, after however, that the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation agreement of their financial statements (Requisite Lenders to any required amendments of such changes in GAAP and such adoption of IFRS being referred provisions shall be sufficient to herein as bind all Lenders. “Accounting Changes”” means (i) that affects changes in accounting principles required by the promulgation of any respect rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions), (ii) changes in accounting principles concurred in by Borrowers’ certified accountants; (iii) purchase accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the application of the accounting principles set forth in FASB 109, including the establishment of reserves pursuant thereto and any subsequent reversal (in whole or in part) of such reserves; and (iv) the reversal of any reserves established as a result of purchase accounting adjustments. All such adjustments resulting from expenditures made subsequent to the Closing Date (including capitalization of costs and expenses or payment of pre-Closing Date liabilities) shall be treated as expenses in the period the expenditures are made and deducted as part of the calculation of EBITDA in such period. If Agent, Borrowers and Requisite Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying Accounting Change with respect thereto has been implemented, any covenants reference to GAAP contained in this Agreement (including those or in Section 9.3)any other Loan Document shall, the Agent and the Borrowers shall negotiate in good faith amendments only to the provisions extent of this Agreement that relate such Accounting Change, refer to GAAP, consistently applied after giving effect to the calculation implementation of such covenants with the intent of having the respective positions of the Accounting Change. If Agent, Borrowers and Requisite Lenders cannot agree upon the Lenders and the Borrowers after such Accounting Changes conform as nearly as possible to their respective positions as of required amendments within thirty (30) days following the date of this Agreement andimplementation of any Accounting Change, until any such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred then all Financial Statements delivered and all calculations of financial statements of the Borrowers covenants and their Subsidiaries shall be prepared other standards and delivered terms in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders this Agreement and the Borrowersother Loan Documents shall be prepared, all financial statements of delivered and made without regard to the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timeunderlying Accounting Change.

GAAP. Unless otherwise specifically provided hereinAny term or provision hereof to the contrary notwithstanding, before any Pro Forma Adjustment shall be given effect for purposes of this definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting term used in this Agreement shall have the meaning customarily given Authorized Officer certifying that such term Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the include a calculation of such covenants Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the intent case of having the respective positions any Pro Forma Adjustment which aggregates in excess of the Agent$5,000,000, the Lenders Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, (i) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the Borrowers after course of performing such Accounting Changes conform as nearly as possible Agreed-Upon Procedures nothing came to their respective positions the attention of such Independent Auditor which caused it to believe that management's assumptions do not provide a reasonable basis for presenting the significant effects attributable to the transaction, that the related Pro Forma Adjustments do not give appropriate effect to those assumptions, or that the pro forma financial statements do not reflect the proper application of those Pro Forma Adjustments to the historical financial statements. Furthermore, in calculating the Interest Coverage Ratio, (i) interest on outstanding Indebtedness determined on a fluctuating basis as of the determination date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of this Agreement andinterest on such Indebtedness in effect on the determination date; (ii) if interest on any Indebtedness actually incurred on the determination date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, until any such amendments a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been agreed upon in effect during the relevant period; and (iii) notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by the Agentagreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements deemed to accrue at the rate per annum resulting after giving effect to the operation of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timeagreements.

GAAP. Unless otherwise specifically provided hereinAny term or provision hereof to the contrary notwithstanding, before any Pro Forma Adjustment shall be given effect for purposes of this definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting term used in this Agreement shall have the meaning customarily given Authorized Officer certifying that such term Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the include a calculation of such covenants Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the intent case of having the respective positions any Pro Forma Adjustment which aggregates in excess of the Agent$5,000,000, the Lenders Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, (i) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the Borrowers after course of performing such Accounting Changes conform as nearly as possible Agreed-Upon Procedures nothing came to their respective positions the attention of such Independent Auditor which caused it to believe that managements assumptions do not provide a reasonable basis for presenting the significant effects attributable to the transaction, that the related Pro Forma Adjustments do not give appropriate effect to those assumptions, or that the pro forma financial statements do not reflect the proper application of those Pro Forma Adjustments to the historical financial statements. Furthermore, in calculating the Interest Coverage Ratio, (i) interest on outstanding Indebtedness determined on a fluctuating basis as of the determination date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of this Agreement andinterest on such Indebtedness in effect on the determination date; (ii) if interest on any Indebtedness actually incurred on the determination date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, until any such amendments a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been agreed upon in effect during the relevant period; and (iii) notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by the Agentagreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements deemed to accrue at the rate per annum resulting after giving effect to the operation of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timeagreements.

GAAP. Unless Except as otherwise specifically expressly provided herein, any all accounting term terms used in this Agreement herein shall have the meaning customarily given such term in accordance with GAAPbe interpreted, and all financial computations statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be computed prepared, in accordance with GAAP consistently appliedapplied on a consistent basis. That certain items All calculations made for the purposes of determining compliance with this Agreement and the other Credit Documents shall (except as otherwise expressly provided herein or computations are explicitly modified therein) be made by application of GAAP applied on a basis consistent with the phrase “in accordance most recent annual or quarterly financial statements delivered pursuant to Section 5.1(a) (or, prior to the delivery of the first such financial statements, consistent with GAAP” the financial statements as at March 31, 2000); provided, however, if (a) the Credit Parties shall in no way be construed reasonably object to limit determining such compliance on such basis at the foregoing. If there occurs after the date hereof time of delivery of such financial statements due to any change in GAAP from that used or the rules promulgated with respect thereto or (b) the Administrative Agent or the Majority Lenders shall so object in writing within 60 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the preparation most recent financial statements delivered by the Credit Parties 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 under the financial statements referred to covenants set forth in Section 9.4 5.1(o) so long as the Borrower shall have provided the Administrative Agent with a Pro Forma Compliance Certificate with respect to any Permitted Acquisition, income statement items (whether positive or if, negative) attributable to the property acquired in such Permitted Acquisition and any Indebtedness incurred by the applicable Credit Parties in order to consummate such Permitted Acquisition shall be included to the extent relating to any period applicable in such calculations occurring after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with Permitted Acquisition (and, notwithstanding the intent of having foregoing, during the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes conform as nearly as possible to their respective positions as of first four fiscal quarters following the date of this Agreement andsuch Permitted Acquisition, until such Permitted Acquisition and any such amendments have been agreed upon Indebtedness incurred by the Agent, the Lenders and the Borrowers, or if no applicable Credit Parties in order to consummate such changes are mutually agreed upon, the covenants in this Agreement Permitted Acquisition (including those in Section 9.3A) shall be calculated as if no Accounting Changes deemed to have occurred and all financial statements on the first day of the Borrowers four fiscal quarter period immediately preceding the date of such Permitted Acquisition and their Subsidiaries (B) if such Indebtedness has a floating or formula rate, then the implied rate of interest for such Indebtedness for the applicable period shall be prepared and delivered in accordance with GAAP. If determined by utilizing the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter rate which is or would be prepared and delivered in accordance with IFRS as in effect from time with respect to timesuch Indebtedness as at the relevant date of determination.

GAAP. Unless All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term be made in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any No change in GAAP from that the accounting principles used in the preparation of any Financial Statement hereafter adopted by Holdings shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 5 or Article 8 unless the financial statements referred Borrowers, the Administrative Agent and the Required Lenders agree to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such adoption change in GAAP. Notwithstanding any other provision contained herein, all terms of IFRS being an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein as “in Article 5 and Article 8 shall be made, without giving effect to any election under Accounting Changes”Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) that affects in to value any respect the calculation Indebtedness or other liabilities of any covenants contained Loan Party or any Subsidiary of any Loan Party at “fair value.” Notwithstanding the foregoing, any lease that would be characterized as an operating lease in this Agreement accordance with GAAP on December 31, 2015 (including those whether or not such operating lease was in Section 9.3), the Agent effect on such date) shall continue to be accounted for as an operating lease (and the Borrowers shall negotiate in good faith amendments to the provisions not as a Capital Lease) for purposes of this Agreement regardless of any change in GAAP following such date (or the implementation or effectiveness of any change in GAAP following such date) that relate would otherwise require such lease to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes conform be recharacterized (on a prospective or retroactive basis or otherwise) as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAPa Capital Lease. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to time.THIRD AMENDED AND RESTATED CREDIT AGREEMENT

GAAP. Unless All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term be made in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any No change in GAAP from that the accounting principles used in the preparation of any Financial Statement hereafter adopted by the financial statements referred Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision of Article V or VIII unless the Borrower, the Administrative Agent and the Required Lenders agree to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such adoption change in GAAP. For the avoidance of IFRS being referred doubt, all operating lease expense with respect to herein leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as “Accounting Changes”) in effect on the Closing Date shall not be included in the calculations of Capital Leases and Capital Lease Obligations hereunder unless the Borrower, the Administrative Agent and the Required Lenders otherwise agree to modify the provisions hereof in accordance with the immediately preceding sentence. In addition, to the extent that affects all obligations in any respect the calculation of any covenants contained issue of Existing Notes are (x) defeased or satisfied and discharged or (y) cash is deposited as security for the benefit of the Secured Parties in an amount sufficient to repay in full the respective Existing Notes at maturity, as provided for in the definition of Scheduled A Term Loan Maturity Date, Scheduled B Term Loan Maturity Date, Scheduled Delayed-Draw Term Loan Maturity Date or Scheduled Revolving Credit Termination Date respectively, then such issue of Existing Notes will not be considered outstanding for purposes of this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions any of the Agent, the Lenders and the Borrowers after such Accounting Changes 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 by the Agent, the Lenders and the Borrowers, covenants or if no such changes are mutually agreed upon, the covenants other provisions in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timeArticles V or VIII).

GAAP. Unless the context otherwise specifically provided hereinclearly requires, any all accounting term used in this Agreement terms not expressly defined herein shall have the meaning customarily given such term in accordance with GAAPbe construed, and all financial computations hereunder required under this Agreement shall be made, in accordance with GAAP applied in a consistent manner, except as otherwise specifically prescribed herein. If at any time any change in GAAP would affect the computation of any financial ratio, financial covenant or other requirement set forth in any Loan Document, and either Borrowers or Required Lenders shall so request, Administrative Agent, Lending Parties and Borrowers 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 Required Lenders); provided, that until so amended: (i) such financial ratio, financial covenant or other requirement shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein; and (ii) Borrowers shall provide or cause to be provided to Administrative Agent and the other Lending Parties financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial ratio, financial covenant or other requirement made before and after giving effect to such change in GAAP. That certain items 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 computations are explicitly modified by any similar accounting principle) permitting a Person to value its financial liabilities or Debt at the phrase “in accordance fair value thereof, and (B) for purposes of determining compliance with GAAP” any provision of this Agreement and any related definitions, the determination of whether a lease is to be treated as an operating lease or capital lease shall in no way be construed made without giving effect to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred becomes effective on or after November 30, 2016 that would require operating leases to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred be treated similarly to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes 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 by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timecapital leases.

GAAP. Unless All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term be made in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any No change in GAAP from that the accounting principles used in the preparation of any Financial Statement hereafter adopted by the financial statements referred Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision of Article V or VIII unless the Borrower, the Administrative Agents and the Required Lenders agree to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such adoption change in GAAP. For the avoidance of IFRS being referred doubt, all operating lease expense with respect to herein leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as “Accounting Changes”in effect on the Closing Date shall not be included in the calculations of Capital Leases and Capital Lease Obligations hereunder unless the Borrower, the Administrative Agents and the Required Lenders otherwise agree to modify the provisions hereof in accordance with the immediately preceding sentence. In addition, to the extent that (x) the obligations in respect of any issue of Existing Notes, any Permitted Additional Debt or any Permitted Refinancing of any of the foregoing (including all interest that affects will accrue thereon through the relevant redemption or maturity date) and the relevant indenture governing such Indebtedness are defeased or satisfied and discharged in accordance with the terms of such indenture or (y) in the case of any Existing 2016 Subordinated Convertible Notes or Existing 2018 Subordinated Notes, cash is deposited with the Collateral Agent as security for the benefit of the Secured Parties in an amount sufficient to repay in full such Indebtedness at maturity pursuant to arrangements reasonably satisfactory to the Administrative Agents, then, in any respect the calculation case, such Indebtedness will not be considered outstanding for purposes of any covenants contained in this Agreement (including those any of the covenants or other provisions in Section 9.3Articles V or VIII). Unless otherwise expressly provided for herein, the Agent term “consolidated” (including “Consolidated”) with respect to any Person refers to such Person consolidated with its Subsidiaries, and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement Person (and, until any such amendments have been without limiting the foregoing, it is understood and agreed upon by that, for purposes of calculating the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred Applicable Margin and all financial statements ratios and financial terms contained herein or in any other Loan Document, the financial results of the Borrowers and their all Unrestricted Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timeignored).

GAAP. Unless otherwise Except as set forth in any Loan Document, all accounting terms not specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder defined herein shall be computed construed in accordance with GAAP consistently applied(except for the term “property”, which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property). That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any No change in GAAP from that the accounting principles used in the preparation of any Financial Statement hereafter adopted by the financial statements referred Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision hereof unless the Borrower, the Administrative Agent and the Required Lenders agree to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such adoption change in GAAP. For the avoidance of IFRS being doubt, notwithstanding any change in generally accepted accounting principles after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on the Borrower’s consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein as “shall be made, without giving effect to any election under Statement of Financial Accounting Changes”Standards 159 (or any other Financial Accounting Standard having a similar result or effect) that affects in to value any respect the calculation Indebtedness or other liabilities of any covenants Loan Party or any Subsidiary of any Loan Party at “fair value.” Subject to Section 9.5, a breach of a financial covenant contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers Article 5 shall negotiate in good faith amendments be deemed to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes conform as nearly as possible to their respective positions have occurred as of the date last day of this Agreement andany specified measurement period, until any such amendments have been agreed upon by regardless of when the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of reflecting such breach are delivered to the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Administrative Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to time.

GAAP. Unless otherwise specifically provided hereinindicated in this Agreement or any other Credit Document, any all accounting term terms used in this Agreement or any other Credit Document shall have the meaning customarily given such term in accordance with GAAPbe construed, and all accounting and financial computations hereunder or thereunder shall be computed computed, in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by applied in a consistent manner with the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that principles used in the preparation of the financial statements Financial Statements of Holdings referred to in Section 9.4 4.01(i). Notwithstanding the other provisions of this Section 1.02, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness and other liabilities of Holdings and the other Loan Parties shall be deemed to be carried at 100% of the outstanding principal amount thereof, and, to the extent applicable, the effects of FASB ASC 825 (and FASB ASC 470-20, if applicable) on financial liabilities shall be disregarded. If GAAP changes, as applicable, during the term of this Agreement such that any covenants contained herein would then be required or ifpermitted to be calculated in a different manner or with different components, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such other than changes in GAAP and that require items to be included in the definition of Indebtedness that were not so required before such adoption of IFRS being referred to herein as “Accounting Changes”) that affects change in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3)GAAP, the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the AgentBorrower, the Lenders and the Borrowers after such Accounting Changes conform as nearly as possible Administrative Agent agree to their respective positions as of the date of negotiate in good faith to amend this Agreement andin such respects as are necessary to conform those covenants as criteria for evaluating the Loan Parties’ financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided, however, that, until any such amendments have been agreed upon by the AgentBorrower, the Lenders and the BorrowersAdministrative Agent so amend this Agreement, or if no all such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time immediately prior to timesuch change in GAAP. Notwithstanding any other provision contained herein or in the definition of “Capital Lease”, any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness, Attributable Debt or as a capital lease and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP or in the application thereof (including through conforming changes made with IFRS) after the date hereof.

GAAP. Unless All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term be made in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any No change in GAAP from that the accounting principles used in the preparation of any Financial Statement hereafter adopted by Holdings shall be given effect if such change would affect a calculation that measures compliance with any provision of Article 5 or Article 8 unless the financial statements referred Borrowers, the Administrative Agent and the Required Lenders agree to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such adoption change in GAAP. Notwithstanding any other provision contained herein, all terms of IFRS being an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein as “in Article 5 and Article 8 shall be made, without giving effect to any election under Accounting Changes”Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) that affects in to value any respect the calculation Indebtedness or other liabilities of any covenants contained Loan Party or any Subsidiary of any Loan Party at “fair value.” Notwithstanding the foregoing, any lease that would be characterized as an operating lease in this Agreement accordance with GAAP on December 31, 2018 (including those whether or not such operating lease was in Section 9.3), the Agent effect on such date) shall continue to be accounted for as an operating lease (and the Borrowers shall negotiate in good faith amendments to the provisions not as a Capital Lease) for purposes of this Agreement regardless of any change in GAAP following such date (or the implementation or effectiveness of any change in GAAP following such date) that relate would otherwise require such lease to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes conform be recharacterized (on a prospective or retroactive basis or otherwise) as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timea Capital Lease.

GAAP. Unless All terms ofSECTION 1.3 accounting nature herein shall be construed, and accounting determinations required to be made pursuant hereto shall be made, in each case, unless expressly otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes 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 by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to time.; provided that if the U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Fourth Amendment Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if such an amendment is requested by the U.S. Borrower or the Required Lenders, then the U.S. Borrower, the Administrative Agent and the Lenders shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof. Notwithstanding any other provision contained herein, all terms of an accounting nature herein shall be construed, and all accounting computations required to be made pursuant hereto shall be made (i) unless otherwise elected by the U.S. Borrower by written notice to the Administrative Agent, without giving effect to any change as a result of the adoption of the provisions set 61 [[5628733]]

GAAP. Unless As of the date of this Indenture, the Issuer prepares its financial statements in accordance with GAAP. Except as otherwise specifically expressly provided herein, any accounting term used in this Agreement Indenture or a Supplemental Indenture, all terms of an accounting or financial nature shall have the meaning customarily given such term be construed in accordance with GAAP, and all financial computations hereunder as in effect from time to time; provided that the Issuer shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified entitled to elect, by notice to the phrase “in accordance with GAAP” shall in no way be construed Trustee, to limit eliminate the foregoing. If there occurs after the date hereof effect of any change in GAAP from that used on a particular Series of Notes or in the preparation application thereof on the operation of any provision of this Indenture or a Supplemental Indenture, if and to the financial statements referred extent that the Issuer shall have determined, and the Trustee, acting reasonably, shall have agreed with such determination, that such change renders any provision of this Indenture or a Supplemental Indenture, less favourable to the Issuer than was the case based on the application of GAAP as in Section 9.4 effect immediately prior to the change. Regardless of whether any such notice is given before or ifafter such change in GAAP or in the application thereof, after such provision shall thereafter continue to be interpreted on the date hereof basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn. In addition, in the Borrowers and its Subsidiaries adopt event that the Company adopts International Financial Reporting Standards (“IFRS”) for use in the preparation purpose of their preparing its financial statements (such changes in GAAP and such adoption statements, the Issuer may, at any time, by notice to the Trustee, elect that all terms of IFRS being referred to herein as “Accounting Changes”) that affects an accounting or financial nature in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions provision of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes 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 by the Agent, the Lenders and the Borrowers, Indenture or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) a Supplemental Indenture shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered construed in accordance with GAAPIFRS, and then such provision shall be interpreted on the basis of IFRS until such notice shall have been withdrawn. If no such election is made, GAAP will continue to apply, subject to the Accounting Changes result from foregoing paragraph. The Trustee shall provide notice to the adoption Noteholders of IFRS any election made by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time Issuer pursuant to timethis Section 1.12.

GAAP. Unless otherwise specifically provided herein, any accounting term used (a) Wherever in this Agreement shall have the meaning customarily given such term reference is made to a calculation to be made in accordance with GAAP, and the reference is to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or its successor, applicable as at the date on which the calculation is made or required to be made in accordance with GAAP. (b) Except as expressly provided herein, all financial computations statements required to be furnished by the Borrower to the Agent hereunder shall be computed prepared in accordance with GAAP consistently applied. That certain items Each accounting term used in this Agreement, unless otherwise defined herein, has the meaning assigned to it under GAAP consistently applied throughout the relevant period and relevant prior periods and, except as otherwise provided herein, reference to any balance sheet item, statement of income item, statement of cash flows item or computations are explicitly modified by statement of changes in financial position item means such item as computed from the phrase “applicable financial statement prepared in accordance with GAAP” shall GAAP consistently applied. For greater certainty, all accounting terms and financial covenants and thresholds hereunder have been based upon GAAP in no way be construed to limit the foregoing. effect on December 31, 2010 and do not reflect IFRS. (c) If there occurs after the date hereof any a material change in GAAP, including as a result of a conversion to IFRS, and such change would require disclosure under GAAP from in the financial statements of the Borrower and would cause any amount required to be determined hereunder (the “Relevant Amount”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating the Relevant Amount (including the revision of any of the defined terms used in the preparation determination thereof) in order that the amounts determined after giving effect to such Accounting Change and the revised method of calculating the Relevant Amount will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating the Relevant Amount. The Accounting Change Notice shall be delivered to the Agent within 45 days of the financial statements referred end of the Quarter in which the Accounting Change is implemented, or if the Accounting Change is implemented in the fourth Quarter or in respect of an entire Year, within 90 days of the end of such period. The Agent shall deliver a copy of the Accounting Change Notice to in Section 9.4 or if, each Lender promptly after the date hereof Agent receives the Borrowers and its Subsidiaries adopt International Financial Reporting Standards Accounting Change Notice from the Borrower. (“IFRS”d) for use If, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating the Relevant Amount, the Required Lenders may within 30 days of their receipt of the Accounting Change Notice notify the Agent that they wish to revise the method of calculating the Relevant Amount in the preparation manner described above, and upon receipt of their financial statements such notice the Agent will promptly notify the Borrower. (such changes in GAAP and such adoption e) If the Borrower or Required Lenders indicate that they wish to revise the method of IFRS being referred to herein as “Accounting Changes”) that affects in any respect calculating the calculation of any covenants contained in this Agreement (including those in Section 9.3)Relevant Amount, the Borrower, the Agent and the Borrowers Required Lenders shall negotiate in good faith amendments attempt to agree on a revised method of calculating the Relevant Amount. If within 30 days of the notice by the Borrower or the Agent of the desire to revise the method of calculating the Relevant Amount the Borrower, Agent and Required Lenders have not entered into a written agreement amending this Agreement to implement such revision, such method of calculation shall not be revised and all amounts to be determined thereunder shall be determined without giving effect to the provisions Accounting Change. If no notice of this Agreement that relate a desire to change the method of calculation is given by the Borrower or the Agent within the applicable time period described above, the method of calculating the Relevant Amount shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the calculation Relevant Amount shall be determined after giving effect to such Accounting Change. (f) If a Compliance Certificate is delivered in respect of such covenants with a Quarter or Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the intent of having the respective positions of the AgentRelevant Amount, and subsequently, as provided above, the Lenders and method of calculating the Borrowers after Relevant Amount is revised in response to such Accounting Changes conform as nearly as possible Change, or the amounts to their respective positions as of be determined pursuant to the date of this Agreement and, until any Relevant Amount are to be determined without giving effect to such amendments have been agreed upon by the AgentAccounting Change, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) Borrower shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timedeliver a revised Compliance Certificate.

GAAP. Unless otherwise specifically provided hereinindicated in this Agreement or any other Credit Document, any all accounting term terms used in this Agreement or any other Credit Document shall have the meaning customarily given such term in accordance with GAAPbe construed, and all accounting and financial computations hereunder or thereunder shall be computed computed, in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by applied in a consistent manner with the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that principles used in the preparation of the financial statements Financial Statements of Holdings referred to in Section 9.4 4.01(i). Notwithstanding the other provisions of this Section 1.02, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness and other liabilities of Holdings and the other Loan Parties shall be deemed to be carried at 100% of the outstanding principal amount thereof, and, to the extent applicable, the effects of FASB ASC 825 (and FASB ASC 470-20, if applicable) on financial liabilities shall be disregarded. If GAAP changes, as applicable, during the term of this Agreement such that any covenants contained herein would then be required or ifpermitted to be calculated in a different manner or with different components, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such other than changes in GAAP and that require items to be included in the definition of Indebtedness that were not so required before such adoption of IFRS being referred to herein as “Accounting Changes”) that affects change in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3)GAAP, the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the AgentBorrower, the Lenders and the Borrowers after such Accounting Changes conform as nearly as possible Administrative Agent agree to their respective positions as of the date of negotiate in good faith to amend this Agreement andin such respects as are necessary to conform those covenants as criteria for evaluating the Loan Parties’ financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided, however, that, until any such amendments have been agreed upon by the AgentBorrower, the Lenders and the BorrowersAdministrative Agent so amend this Agreement, or if no all such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time immediately prior to timesuch change in GAAP. Notwithstanding any other provision contained herein or in the definition of “Capital Lease”, any lease that is treated as an operating lease for purposes of GAAP as of the date -40- hereof shall not be treated as Indebtedness, Attributable Debt or as a capital lease and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP or in the application thereof (including through conforming changes made with IFRS) after the date hereof.

GAAP. Unless All terms of accounting nature herein shall be construed, and accounting determinations required to be made pursuant hereto shall be made, in each case, unless expressly otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption of IFRS being referred to herein as “Accounting Changes”) that affects in any respect the calculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of the Agent, the Lenders and the Borrowers after such Accounting Changes 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 by the Agent, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered made in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS No as in effect from time to time.; provided that if the U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change inoccurring after the accounting principles used in the preparation of any Financial Statement hereafter adopted by HoldingsFourth Amendment Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be giveninterpreted on the basis of GAAP as in effect ifand applied immediately before such change would affect a calculation that measures compliance with any provision of Article V or VIII unless thebecomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if such an amendment is requested by the U.S. Borrower or the Required Lenders, then the U.S. Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect toshall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof. Notwithstanding any other provision contained herein, (i) Capitalized Lease Obligations shall be excluded for purposes of any restriction, basket, covenant or carve-out, in each case, to the extent such Capitalized Lease Obligations would have been characterized as operating leases in accordance with GAAP as of the Closing Date, but shall instead be treated as operating leases, (ii) all 65 [[5286738]]

GAAP. Unless otherwise specifically provided herein, any accounting term used (a) Wherever in this Agreement shall have the meaning customarily given such term reference is made to a calculation to be made in accordance with GAAP, and the reference is to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or its successor, applicable as at the date on which the calculation is made or required to be made in accordance with GAAP. (b) Except as expressly provided herein, all financial computations statements required to be furnished by the Borrower to the Agent hereunder shall be computed prepared in accordance with GAAP consistently applied. That certain items Each accounting term used in this Agreement, unless otherwise defined herein, has the meaning assigned to it under GAAP consistently applied throughout the relevant period and relevant prior periods and, except as otherwise provided herein, reference to any balance sheet item, statement of income item, statement of cash flows item or computations are explicitly modified by statement of changes in financial position item means such item as computed from the phrase “applicable financial statement prepared in accordance with GAAP” shall in no way be construed to limit the foregoing. GAAP consistently applied. (c) If there occurs after the date hereof any a material change in GAAP from that used in the preparation of the financial statements referred to in Section 9.4 or if, after the date hereof the Borrowers and its Subsidiaries adopt International Financial Reporting Standards (“IFRS”) for use in the preparation of their financial statements (such changes in GAAP and such adoption change would require disclosure under GAAP in the financial statements of IFRS being referred the Borrower and would cause any amount required to herein as be determined hereunder (the “Relevant Amount”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting ChangesChange”). Such notice (an “Accounting Change Notice”) that affects shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s financial statements in any respect accordance with GAAP and state whether the calculation Borrower desires to revise the method of calculating the Relevant Amount (including the revision of any covenants contained of the defined terms used in this Agreement the determination thereof) in order that the amounts determined after giving effect to such Accounting Change and the revised method of calculating the Relevant Amount will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating the Relevant Amount. The Accounting Change Notice shall be delivered to the Agent within forty-five (including those 45) days of the end of the Quarter in Section 9.3)which the Accounting Change is implemented, or if the Accounting Change is implemented in the fourth Quarter or in respect of an entire Year, within ninety (90) days of the end of such period. The Agent shall deliver a copy of the Accounting Change Notice to each Lender promptly after the Agent receives the Accounting Change Notice from the Borrower. (d) If, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating the Relevant Amount, the Required Lenders may within thirty (30) days of their receipt of the Accounting Change Notice notify the Agent that they wish to revise the method of calculating the Relevant Amount in the manner described above, and upon receipt of such notice the Agent will promptly notify the Borrower. (e) If the Borrower or Required Lenders indicate that they wish to revise the method of calculating the Relevant Amount, the Borrower, the Agent and the Borrowers Required Lenders shall negotiate in good faith amendments attempt to agree on a revised method of calculating the Relevant Amount. If within thirty (30) days of the notice by the Borrower or the Agent of the desire to revise the method of calculating the Relevant Amount the Borrower, Agent and Required Lenders have not entered into a written agreement amending this Agreement to implement such revision, such method of calculation shall not be revised and all amounts to be determined thereunder shall be determined without giving effect to the provisions Accounting Change. If no notice of this Agreement that relate a desire to change the method of calculation is given by the Borrower or the Agent within the applicable time period described above, the method of calculating the Relevant Amount shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the calculation Relevant Amount shall be determined after giving effect to such Accounting Change. (f) If a Compliance Certificate is delivered in respect of such covenants with a Quarter or Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the intent of having the respective positions of the AgentRelevant Amount, and subsequently, as provided above, the Lenders and method of calculating the Borrowers after Relevant Amount is revised in response to such Accounting Changes conform as nearly as possible Change, or the amounts to their respective positions as of be determined pursuant to the date of this Agreement and, until any Relevant Amount are to be determined without giving effect to such amendments have been agreed upon by the AgentAccounting Change, the Lenders and the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) Borrower shall be calculated as if no Accounting Changes have occurred and all financial statements of the Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of IFRS by the Borrowers and such amendments have been agreed upon by the Agent, the Lenders and the Borrowers, all financial statements of the Borrowers and their Subsidiaries must thereafter be prepared and delivered in accordance with IFRS as in effect from time to timedeliver a revised Compliance Certificate.