Common use of GAAP Clause in Contracts

GAAP. Any 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 Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the 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 course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

GAAP. Any 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 Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the 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 course of performing such Agreed-Upon Procedures nothing came to the attention of such Independent Auditor which caused it to believe that management's 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

GAAP. Any Unless otherwise specifically provided herein, any accounting term or provision hereof to used in this Agreement shall have the contrary notwithstanding, before any Pro Forma Adjustment shall be meaning customarily given effect for purposes of this definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated term in accordance with Regulation S-X or 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 case may becalculation of any covenants contained in this Agreement (including those in Section 9.3), the Agent and the Borrowers shall include a negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such Pro Forma Adjustment prepared in reasonable detail, together covenants with appropriate back up; provided, that, in the case intent of any Pro Forma Adjustment which aggregates in excess having the respective positions of $5,000,000the Agent, the Borrower shall cause Lenders and the Borrowers after such Accounting Changes conform as nearly as possible 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 course of performing such Agreed-Upon Procedures nothing came to 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 their respective positions as of the determination date of this Agreement and, until any such amendments have been agreed upon by the Agent, the Lenders and which will continue to be so determined thereafter the Borrowers, or if no such changes are mutually agreed upon, the covenants in this Agreement (including those in Section 9.3) shall be deemed to calculated as if no Accounting Changes have accrued at a fixed rate per annum equal to occurred and all financial statements of the rate Borrowers and their Subsidiaries shall be prepared and delivered in accordance with GAAP. If the Accounting Changes result from the adoption of interest on IFRS by the Borrowers and such Indebtedness 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 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed from time to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementstime.

GAAP. Any Unless otherwise specifically provided herein, any accounting term or provision hereof used in this Agreement shall have the meaning customarily given 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 Authorized Officer certifying that such Pro Forma Adjustment has been calculated term in accordance with Regulation S-X or 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 any “Accounting Changes” (as defined below) occur and such changes result in a change in the case may be, and shall include a calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, then Borrowers, Agent and Lenders agree to enter into negotiations in order to amend such Pro Forma Adjustment prepared in reasonable detail, together provisions of this Agreement so as to equitably reflect such Accounting Changes with appropriate back upthe 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, thathowever, in that the case agreement of Requisite Lenders to any Pro Forma Adjustment which aggregates in excess required amendments of $5,000,000, the Borrower such provisions shall cause be sufficient to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, bind all Lenders. “Accounting Changes” means (i) such Independent Auditor has performed changes in accounting principles required by the Agreed-Upon Procedures and promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions), (ii) subject to usual changes in accounting principles concurred in by Borrowers’ certified accountants; (iii) purchase accounting adjustments under A.P.B. 16 or 17 and customary exceptions EITF 88-16, and qualificationsthe application of the accounting principles set forth in FASB 109, including the establishment of reserves pursuant thereto and any subsequent reversal (in the course of performing such Agreed-Upon Procedures nothing came to the attention whole or in part) 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been in effect during the relevant periodreserves; and (iiiiv) notwithstanding clause 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 (iincluding capitalization of costs and expenses or payment of pre-Closing Date liabilities) aboveshall 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, interest on Indebtedness determined on a fluctuating basisBorrowers and Requisite Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying Accounting Change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document shall, only to the extent of such interest is covered by agreements relating Accounting Change, refer to interest rate swaps or similar interest rate protection Hedging ObligationsGAAP, shall be deemed to accrue at the rate per annum resulting consistently applied after giving effect to the operation implementation of such agreementsAccounting Change. If Agent, Borrowers and Requisite Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any Accounting Change, then all Financial Statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Loan Documents shall be prepared, delivered and made without regard to the underlying Accounting Change.

GAAP. Any term or provision hereof to the contrary notwithstandingExcept as otherwise expressly provided herein, before any Pro Forma Adjustment all accounting terms used herein 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 Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may beinterpreted, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the Borrower shall cause all financial statements and certificates and reports as to financial matters required to be delivered to the Agents Lenders hereunder shall be prepared, in accordance with GAAP applied on a certificate from an Independent Auditor certifying that consistent basis. 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 therein) be made by application of GAAP applied on a basis consistent with the 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 the financial statements as at March 31, 2000); provided, however, if (a) the Credit Parties shall reasonably object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP 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 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 covenants set forth in Section 5.1(o) so long as the Borrower shall have provided the Administrative Agent with a Pro Forma Compliance Certificate with respect to such Pro Forma Adjustmentany Permitted Acquisition, income statement items (iwhether positive or negative) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to 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 property acquired in such Permitted Acquisition and any Indebtedness incurred by the related Pro Forma Adjustments do not give appropriate effect applicable Credit Parties in order to those assumptions, or that the pro forma financial statements do not reflect the proper application of those Pro Forma Adjustments consummate such Permitted Acquisition shall be included to the historical financial statements. Furthermoreextent relating to any period applicable in such calculations occurring after the date of such Permitted Acquisition (and, notwithstanding the foregoing, during the first four fiscal quarters following the date of such Permitted Acquisition, such Permitted Acquisition and any Indebtedness incurred by the applicable Credit Parties in calculating the Interest Coverage Ratio, order to consummate such Permitted Acquisition (iA) 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 occurred on the first day of the four fiscal quarter period immediately preceding the date of such Permitted Acquisition and (B) if such Indebtedness has a fixed rate per annum equal to floating or formula rate, then the implied rate of interest on for such Indebtedness for the applicable period shall be determined by utilizing the rate which is or would be in effect on the determination date; (ii) if interest on any with respect to such Indebtedness actually incurred on the determination date may optionally be determined as at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation date of such agreementsdetermination.

GAAP. Any term or provision hereof (a) Wherever in this Agreement reference is made to a calculation to be made in accordance with GAAP, the reference is to the contrary notwithstandinggenerally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, before any Pro Forma Adjustment 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 statements required to be furnished by the Borrower to the Agent hereunder shall be prepared in accordance with GAAP consistently applied. 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 statement of changes in financial position item means such item as computed from the applicable financial statement prepared in accordance with GAAP consistently applied. For greater certainty, all accounting terms and financial covenants and thresholds hereunder have been based upon GAAP in effect on December 31, 2010 and do not reflect IFRS. (c) If there occurs a material change in GAAP, including as a result of a conversion to IFRS, and such change would require disclosure under GAAP 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 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 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 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 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 Required Lenders shall in good faith 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 Accounting Change. If no notice of 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 Relevant Amount shall be determined after giving effect for purposes to such Accounting Change. (f) If a Compliance Certificate is delivered in respect of this definitiona Quarter or Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Relevant Amount, and subsequently, as provided above, the method of calculating the Relevant Amount is revised in response to such Accounting Change, or the amounts to be determined pursuant to the Relevant Amount are to be determined without giving effect to such Accounting Change, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the 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 course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsrevised Compliance Certificate.

GAAP. Any term or provision hereof All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the contrary notwithstanding, before accounting principles used in the preparation of any Pro Forma Adjustment Financial Statement hereafter adopted by the Borrower shall be given effect for purposes if such change would affect a calculation that measures compliance with any provision of this definitionArticle V or VIII unless the Borrower, the Administrative Agents 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 to such change in GAAP. For the avoidance of doubt, all operating lease expense with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as in effect on the Closing Date shall deliver 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 Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated provisions hereof in accordance with Regulation S-X 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 GAAP, as any Permitted Refinancing of any of the case may be, foregoing (including all interest that will accrue thereon through the relevant redemption or maturity date) and shall include a calculation the relevant indenture governing such Indebtedness are defeased or satisfied and discharged in accordance with the terms of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, indenture or (y) in the case of any Pro Forma Adjustment which aggregates 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 excess an amount sufficient to repay in full such Indebtedness at maturity pursuant to arrangements reasonably satisfactory to the Administrative Agents, then, in any case, such Indebtedness will not be considered outstanding for purposes of $5,000,000this Agreement (including any of the covenants or other provisions in Articles V or VIII). Unless otherwise expressly provided for herein, the Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that term “consolidated” (including “Consolidated”) with respect to any Person refers to such Pro Forma AdjustmentPerson consolidated with its Subsidiaries, (i) and excludes from such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing consolidation any Unrestricted Subsidiary as if such Agreed-Upon Procedures nothing came to the attention Unrestricted Subsidiary were not an Affiliate of such Independent Auditor which caused Person (and, without limiting the foregoing, it to believe that management's assumptions do not provide a reasonable basis is understood and agreed that, 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 purposes of those Pro Forma Adjustments to the historical financial statements. Furthermore, in calculating the Interest Coverage RatioApplicable Margin and all financial ratios and financial terms contained herein or in any other Loan Document, (i) interest on outstanding Indebtedness determined on a fluctuating basis as the financial results of the determination date and which will continue to be so determined thereafter all Unrestricted Subsidiaries shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsignored).

GAAP. Any term Unless otherwise indicated in this Agreement or provision hereof any other Credit Document, all accounting terms used in this Agreement or any other Credit Document shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP applied in a consistent manner with the principles used in the preparation of the Financial Statements of Holdings referred to in Section 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 contrary notwithstandingextent applicable, before any Pro Forma Adjustment the effects of FASB ASC 825 (and FASB ASC 470-20, if applicable) on financial liabilities shall be given disregarded. If GAAP changes, as applicable, during the term of this Agreement such that any covenants contained herein would then be required or permitted to be calculated in a different manner or with different components, other than changes in GAAP that require items to be included in the definition of Indebtedness that were not so required before such change in GAAP, the Borrower, the Lenders and the Administrative Agent agree to negotiate in good faith to amend this Agreement in 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 the Borrower, the Lenders and the Administrative Agent so amend this Agreement, all such covenants shall be calculated in accordance with GAAP, as in effect immediately prior to such 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 definitionAgreement, the Borrower shall deliver to the Agents a certificate executed by its chief financial notwithstanding any actual or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated proposed change in accordance with Regulation S-X GAAP or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, application thereof (including through conforming changes made with IFRS) after the 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 course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementshereof.

GAAP. Any term or provision hereof All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the contrary notwithstanding, before accounting principles used in the preparation of any Pro Forma Adjustment Financial Statement hereafter adopted by the 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 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 change in GAAP. For the avoidance of doubt, all operating lease expense with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as 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 all obligations in respect of any 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 definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of Agreement (including any Pro Forma Adjustment which aggregates in excess of $5,000,000, the 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 course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, covenants or other rates, then the interest rate provisions in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps Articles V or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsVIII).

GAAP. Any term or provision hereof (a) Wherever in this Agreement reference is made to a calculation to be made in accordance with GAAP, the reference is to the contrary notwithstandinggenerally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, before any Pro Forma Adjustment 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 statements required to be furnished by the Borrower to the Agent hereunder shall be prepared in accordance with GAAP consistently applied. 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 statement of changes in financial position item means such item as computed from the applicable financial statement prepared in accordance with GAAP consistently applied. (c) If there occurs a material change in GAAP and such change would require disclosure under GAAP 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 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 (45) days of the 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 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 Required Lenders shall in good faith 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 Accounting Change. If no notice of 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 Relevant Amount shall be determined after giving effect for purposes to such Accounting Change. (f) If a Compliance Certificate is delivered in respect of this definitiona Quarter or Year in which an Accounting Change is implemented without giving effect to any revised method of calculating the Relevant Amount, and subsequently, as provided above, the method of calculating the Relevant Amount is revised in response to such Accounting Change, or the amounts to be determined pursuant to the Relevant Amount are to be determined without giving effect to such Accounting Change, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the 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 course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsrevised Compliance Certificate.

GAAP. Any term or provision hereof to As of the contrary notwithstanding, before any Pro Forma Adjustment shall be given effect for purposes date of this definitionIndenture, the Borrower shall deliver to the Agents a certificate executed by Issuer prepares its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated statements in accordance with Regulation S-X GAAP. Except as otherwise expressly provided in this Indenture or a Supplemental Indenture, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that the Issuer shall be entitled to elect, by notice to the Trustee, to eliminate the effect of any change in GAAP on a particular Series of Notes or in the application thereof on the operation of any provision of this Indenture or a Supplemental Indenture, if and to the 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 may bebased on the application of GAAP as in effect immediately prior to the change. Regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, such provision shall thereafter continue to be interpreted on the basis of GAAP as in effect and applied immediately before such change shall include a calculation of have become effective until such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, thatnotice shall have been withdrawn. In addition, in the case event that the Company adopts International Financial Reporting Standards (“IFRS”) for the purpose of any Pro Forma Adjustment which aggregates in excess of $5,000,000preparing its financial statements, the Borrower shall cause to be delivered Issuer may, at any time, by notice to the Agents Trustee, elect that all terms of an accounting or financial nature in any provision of this Indenture or a certificate from an Independent Auditor certifying that Supplemental Indenture shall be construed in accordance with respect to IFRS, and then such Pro Forma Adjustmentprovision shall be interpreted on the basis of IFRS until such notice shall have been withdrawn. If no such election is made, (i) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to 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 GAAP will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal apply, subject to the rate of interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been in effect during the relevant period; and (iii) notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basis, foregoing paragraph. The Trustee shall provide notice to the extent such interest is covered Noteholders of any election made by agreements relating the Issuer pursuant to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsthis Section 1.12.

GAAP. Any term or provision hereof All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the contrary notwithstanding, before accounting principles used in the preparation of any Pro Forma Adjustment 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 Borrowers, 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 to such change in GAAP. 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 in Article 5 and Article 8 shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any 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 accordance with GAAP on December 31, 2018 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capital Lease) for purposes of this definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case Agreement regardless of any Pro Forma Adjustment which aggregates change in excess GAAP following such date (or the implementation or effectiveness of $5,000,000, the Borrower shall cause any change in GAAP following such date) that would otherwise require such lease to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, recharacterized (i) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to 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 prospective or retroactive basis or otherwise) 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsCapital Lease.

GAAP. Any Except as set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (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 provision hereof to interest in any property). No change in the contrary notwithstanding, before accounting principles used in the preparation of any Pro Forma Adjustment Financial Statement hereafter adopted by the Borrower shall be given effect for purposes of this definitionif such change would affect a calculation that measures compliance with any provision hereof unless the Borrower, the Borrower 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 deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, be provided together with appropriate back up; provided, that, in a reconciliation between the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect calculations and amounts set forth therein before and after giving effect to such Pro Forma Adjustmentchange in GAAP. For the avoidance of doubt, (i) such Independent Auditor has performed notwithstanding any change in generally accepted accounting principles after the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to the attention of such Independent Auditor which caused it to believe Closing Date that management's assumptions do not provide a reasonable basis for presenting the significant effects attributable to the transaction, would require lease obligations 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 would be treated as operating leases as of the determination date Closing Date to be classified and which will accounted for as Capital Leases or otherwise reflected on the Borrower’s consolidated balance sheet, such obligations shall continue to be so determined thereafter 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 shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any 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 Article 5 shall be deemed to have accrued at a fixed rate per annum equal occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the rate of interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementsAdministrative Agent.

GAAP. Any term or provision hereof to Unless the contrary notwithstandingcontext otherwise clearly requires, before any Pro Forma Adjustment all accounting terms not expressly defined herein shall be given effect for purposes of construed, and all financial computations required under this definitionAgreement shall be made, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X 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 GAAP, as the case may beother requirement set forth in any Loan Document, and either Borrowers or Required Lenders shall include a calculation 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 Pro Forma Adjustment prepared change in reasonable detail, together with appropriate back upGAAP (subject to the approval of Required Lenders); provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, until so amended: (i) such Independent Auditor has performed the Agreed-Upon Procedures financial ratio, financial covenant or other requirement shall continue to be computed in accordance with GAAP prior to such change therein; and (ii) subject Borrowers shall provide or cause to usual be provided to Administrative Agent and customary exceptions the other Lending Parties financial statements and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to the attention other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations 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 transactionfinancial ratio, 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 interest 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, a eurocurrency interbank offered rate, covenant or other rates, then the interest rate in effect on the determination date will be deemed to have been in effect during the relevant period; requirement made before and (iii) notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to such change in GAAP. Notwithstanding anything to the operation 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 such agreementsFinancial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Debt at the fair value thereof, and (B) for purposes of determining compliance with 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 be made without giving effect to any change in GAAP that becomes effective on or after November 30, 2016 that would require operating leases to be treated similarly to capital leases.

GAAP. Any term or provision hereof All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the contrary notwithstanding, before accounting principles used in the preparation of any Pro Forma Adjustment 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 Borrowers, 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 to such change in GAAP. 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 in Article 5 and Article 8 shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any 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 accordance with GAAP on December 31, 2015 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capital Lease) for purposes of this definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case Agreement regardless of any Pro Forma Adjustment which aggregates change in excess GAAP following such date (or the implementation or effectiveness of $5,000,000, the Borrower shall cause any change in GAAP following such date) that would otherwise require such lease to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, recharacterized (i) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to 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 prospective or retroactive basis or otherwise) 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.Capital Lease. THIRD AMENDED AND RESTATED CREDIT AGREEMENT

GAAP. Any term or 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 provided herein, be made in accordance with GAAP. 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 contrary notwithstandingeffect 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 any Pro Forma Adjustment or after such change in GAAP or in the application thereof, then such provision shall be given giveninterpreted on the basis of GAAP as in effect for purposes ifand applied immediately before such change would affect a calculation that measures compliance with any provision of this definitionArticle 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 Borrower 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 deliver 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 Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated Lenders) to preserve the original intent thereof in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation light of such Pro Forma Adjustment prepared change in reasonable detail, together with appropriate back up; provided, that, in GAAP or the case of application thereof. Notwithstanding any Pro Forma Adjustment which aggregates in excess of $5,000,000, the Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustmentother provision contained herein, (i) such Independent Auditor has performed the AgreedCapitalized Lease Obligations shall be excluded for purposes of any restriction, basket, covenant or carve-Upon Procedures and (ii) subject to usual and customary exceptions and qualificationsout, in the course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been in effect during the relevant period; and (iii) notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basiseach case, to the extent such interest is covered by agreements relating to interest rate swaps or similar interest rate protection Hedging ObligationsCapitalized Lease Obligations would have been characterized as operating leases in accordance with GAAP as of the Closing Date, but shall instead be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.treated as operating leases, (ii) all 65 [[5286738]]

GAAP. Any term or 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 provided herein, in accordance with GAAP 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 contrary notwithstanding, before effect of any Pro Forma Adjustment shall be given effect for purposes of this definition, change occurring after the Borrower shall deliver to the Agents a certificate executed by its chief financial Fourth Amendment Effective Date in GAAP or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the 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 course of performing such Agreed-Upon Procedures nothing came to 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 thereof 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.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. Any term Unless otherwise indicated in this Agreement or provision hereof any other Credit Document, all accounting terms used in this Agreement or any other Credit Document shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP applied in a consistent manner with the principles used in the preparation of the Financial Statements of Holdings referred to in Section 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 contrary notwithstandingextent applicable, before any Pro Forma Adjustment the effects of FASB ASC 825 (and FASB ASC 470-20, if applicable) on financial liabilities shall be given disregarded. If GAAP changes, as applicable, during the term of this Agreement such that any covenants contained herein would then be required or permitted to be calculated in a different manner or with different components, other than changes in GAAP that require items to be included in the definition of Indebtedness that were not so required before such change in GAAP, the Borrower, the Lenders and the Administrative Agent agree to negotiate in good faith to amend this Agreement in 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 the Borrower, the Lenders and the Administrative Agent so amend this Agreement, all such covenants shall be calculated in accordance with GAAP, as in effect immediately prior to such 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 definitionAgreement, the Borrower shall deliver to the Agents a certificate executed by its chief financial notwithstanding any actual or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated proposed change in accordance with Regulation S-X GAAP or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, application thereof (including through conforming changes made with IFRS) after the 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 course of performing such Agreed-Upon Procedures nothing came to 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 interest 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, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been 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 agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreementshereof.