Common use of Accounting Terms Clause in Contracts

Accounting Terms. All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.

Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, the Accounting Principles, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise permitted herein. In addition, the financial ratios and all related definitions set forth in the Credit Documents shall exclude the application of ASC 815, ASC 480 or ASC 718 and ASC 505-50 (to the extent that the pronouncements in ASC 718 or ASC 505-50 result in recording an equity award as a liability on the consolidated balance sheet of the Borrower and its Subsidiaries and the treatment of any dividend accruals thereon as interest expense in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity and such interest expense as dividends). As used in this Agreement, the Credit Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in this Agreement shall be interpreted in accordance with have the respective meanings given to them under GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of whenever such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the standards and terms audited financial statements of Borrower for the fiscal year ended December 31, 2018. If there occurs after the Closing Date any change in GAAP (other than ASC 842) that materially affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Borrower shall negotiate in good faith to amend the other Loan Documents which are denominated provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Borrower after such change in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average GAAP conform as nearly as possible to their respective positions as of the Bank of Canada noon spot rate (Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrower shall provide additional financial statements or other rate determined by supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the Agent if such spot rate is not available) for appropriate financial information required hereunder with respect to Borrower both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable period, unless expressly stated otherwisechanges in GAAP.

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

Accounting Terms. All Notwithstanding anything to the contrary in the Agreement, all accounting terms not specifically defined in this Agreement Annex F shall be interpreted construed in accordance with GAAPconformity with, and all financial data required to be submitted by this Annex F shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein. If any accounting In the event that GAAP changes occur and during the term of the Agreement such changes result that the covenants contained in Clause C.13 or C.14 would then be calculated in a material change in the calculation of the financial covenants, standards different manner or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parentwith different components, the Agent Guarantor and the Lenders Ex-Im Bank agree to enter into negotiations amend this Annex F in order such respects as are necessary to amend such provisions of this Agreement or such Loan Document, conform those covenants as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the ParentGuarantor’s financial condition to substantially the same criteria as were effective prior to such change in GAAP and the Guarantor shall be deemed to be in compliance with the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP covenants contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only the aforesaid Clauses if and to the extent of that the Guarantor would have been in compliance therewith under GAAP as in effect immediately prior to such accounting change, refer but shall have the obligation to GAAPdeliver with each of the materials described in Clause B.11 to Ex-Im Bank, consistently applied after giving on the dates therein specified, reconciling financial data presented in a manner which conforms with GAAP as in effect immediately prior to the implementation of such accounting change. If However, notwithstanding any requirement of GAAP after the Parent Execution Date that would require lease obligations that would be treated as operating leases as of the Execution Date to be classified and accounted for as Capital Leases or otherwise reflected on the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting changeGuarantor’s consolidated balance sheet, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents such obligations shall continue to be preparedexcluded from the definitions of Indebtedness, delivered Capital Leases and Capital Lease Obligations. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without regard giving effect to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements election under this Agreement, provide Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a management prepared reconciliation similar result or effect) to value any Indebtedness or other liabilities of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver Guarantor or any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any periodRestricted Subsidiary at “fair value”, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseas defined therein.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term "financial statements" shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards term "Parent" or terms "Borrowers" is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All Subject to the third sentence of this Section 1.2, all accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms When used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parentherein, the Agent term “financial statements” shall include the notes and schedules thereto. Notwithstanding anything to the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Documentcontrary contained herein, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s (a) all financial condition statements delivered hereunder shall be the same after such accounting changes as if such accounting changes had not been made; providedprepared, however, that the agreement of the Majority Lenders to any required amendments of such provisions and all financial covenants contained herein shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentscalculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All (a) Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined in this Agreement or financial nature shall be interpreted construed in accordance with GAAP. If , as in effect from time to time; provided that, if any accounting changes occur and Borrower notifies Administrative Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such changes result in a material provision (or if Administrative Agent notifies each Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the calculation application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Financial statements and other information required to be delivered by a Borrower to Administrative Agent pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP consistently applied (subject to, in the case of financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreementsstatements delivered pursuant to Sections 5.01(a), then the Parent, the Agent normal year-end audit adjustments and the Lenders agree to enter into negotiations in order to amend such provisions absence of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes footnotes) (and delivered together with the desired result that the criteria reconciliation statements provided for evaluating the Parent’s financial condition shall be the same after such accounting changes as in Section 5.01(d), if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lendersapplicable). If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only Subject to the extent of such accounting changeforegoing, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with 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, definitions, covenants and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any financial statements under this AgreementBorrower, provide any other Credit Party or any OZ Subsidiary thereof at “fair value,” as defined therein, and (ii) without giving effect to proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, (Topic 842) issued May 16, 2013, any successor proposal, any implementation thereof, any oral or public deliberations by the Financial Accounting Standards Board regarding the foregoing, or any other change in GAAP after April 10, 2018 that would require the obligations of a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars Person in respect of any periodan operating lease or a lease that would be treated as an operating lease on April 10, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will 2018 to be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (recharacterized as a Capital Lease or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseCapital Lease Obligations.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in accordance with GAAPrespect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. If Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changes occur principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and such changes result (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding anything to the contrary contained in a material change this Section or in the calculation definition of “Capitalized Lease Obligations,” in the financial covenantsevent of an accounting change requiring all leases to be capitalized, standards only those leases (assuming for purposes hereof that such leases were in existence on the date hereof or terms used entered into prior to December 31, 2018) that would constitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document (other than Eligible Hedging Agreements shall be made or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Documentdelivered, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaccordance therewith.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders and the Borrowers, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in accordance with GAAPrespect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. If Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changes occur principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and such changes result in a material change in (b) the calculation term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenants, standards applicable Person to continue as a going concern or terms used in this Agreement or any other Loan Document concerning the scope of the audit (other than Eligible Hedging Agreements or Other Secured Agreements), then any qualification pertaining to the Parent, impending maturity of the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same Obligations occurring within twelve (12) months after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreementsaudit) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.

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

Accounting Terms. All Except as otherwise specifically provided herein, all terms of an accounting terms not specifically defined in this Agreement or financial nature shall be interpreted construed in accordance with GAAP. If , as in effect from time to time; provided, that if the Borrower notifies the Administrative Agent and the Lenders that the Borrower wishes to amend any accounting changes occur and such changes result in a material financial ratio or requirement to eliminate the effect of any change in GAAP that occurs after the calculation Closing Date on the operation of such financial ratio or requirement (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any financial covenants, standards ratio or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreementsrequirement for such purpose), then the ParentBorrower’s compliance with such financial ratio or requirement shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the Agent Borrower and the Required Lenders. The Borrower and the Lenders hereby agree to enter into good faith negotiations in order to amend any such provisions of this Agreement financial ratio or requirement promptly upon receipt from any party entitled to send such Loan Documentnotice. Notwithstanding the foregoing, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s (A) all financial condition statements delivered hereunder shall be prepared, and all covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the same fair value thereof and (B) all leases of the Parent Guarantor and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP as of May 31, 2018 shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any change in GAAP after the Closing Date that would otherwise require such accounting changes operating leases to be treated as if such accounting changes had not been madeCapital Leases; provided, however, that the agreement of Borrower shall provide to the Majority Lenders to any Administrative Agent financial statements and other documents required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in under this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of which include a reconciliation showing such accounting change, refer to GAAP, consistently applied treatment before and after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms change in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseGAAP.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. Notwithstanding any changes in accordance with GAAP. If GAAP after the Original Closing Date, any accounting changes occur and such changes result in a material change in the calculation lease of the financial covenants, standards Borrowers or terms used their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Original Closing Date (whether such lease was entered into before or after the Original Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then as a result of such changes in GAAP unless otherwise agreed to in writing by the ParentBorrowers and Agent. When used herein, the Agent term “financial statements” shall include the notes and schedules thereto. Whenever the Lenders agree to enter into negotiations term “Parent” is used in order to amend such provisions respect of this Agreement a financial covenant or such Loan Documenta related definition, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if Borrower notifies the agreement Lenders that Borrower requests an amendment to any provision hereof to eliminate the effect of any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the Majority American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change” occurring after the Original Closing Date, or in the application thereof (or if the Lenders notify Borrower that the Lenders request an amendment to any required amendments provision hereof for such purpose), regardless of whether any such provisions shall be sufficient to bind all Lenders. If notice is given before or after such Accounting Change or in the Parent and the Majority Lenders agree upon the required amendmentsapplication thereof, then the Lenders and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after appropriate such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been executed and agreed upon, the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained provisions in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of shall be calculated as if no such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changeAccounting Change had occurred. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such caseWhenever used herein, the Parent shall, in connection with term “financial statements” shall include the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of footnotes and schedules thereto. Whenever the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars term “Borrower” is used in respect of any perioda financial covenant or a related definition, for the purposes of determining compliance with the standards it shall be understood to mean Borrower and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodits respective Subsidiaries on a consolidated basis, unless expressly stated the context clearly requires otherwise.

Accounting Terms. All Any accounting terms not specifically defined term used in this Agreement shall be interpreted have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP. If any accounting changes occur , and such changes result all financial computations hereunder shall be computed unless otherwise specifically provided herein, in a material change accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the calculation preparation of the financial covenantsstatements of Parent most recently received by Agent prior to the date hereof; provided, standards that, upon the adoption by Parent of IFRS as required by Parent’s independent certified public accountants or terms used in this Agreement the event of any change in GAAP after the date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or any other Loan Document (other than Eligible Hedging Agreements Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the adoption by Parent of IFRS or Other Secured Agreements)the applicable change in GAAP became effective, then until either the notice from the applicable party is withdrawn or such covenant is amended in a manner satisfactory to Parent, the Agent and the Lenders agree Required Lenders. Notwithstanding anything to enter into negotiations in order to amend such provisions of this Agreement or such Loan Documentthe contrary contained herein, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s all financial condition statements delivered hereunder shall be the same after such accounting changes as if such accounting changes had not been made; providedprepared, however, that the agreement of the Majority Lenders to any required amendments of such provisions and all financial covenants contained herein shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentscalculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards No. 159 (or any similar accounting changeprinciple) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. If When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Subsidiaries on a consolidated basis, unless the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date context clearly requires otherwise. For purposes of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard pursuant to the underlying accounting change. In such case, the Parent shall, in connection with the delivery terms of any financial statements under this Agreement, provide GAAP will be deemed to treat operating leases in a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance manner consistent with the standards and terms current treatment under GAAP as in this Agreement and effect on the other Loan Documents which are denominated in Canadian Dollars figuresClosing Date, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (notwithstanding any modification or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseinterpretive changes thereto that may occur hereafter.

Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with the Credit Parties’ past practices, except as otherwise specifically prescribed herein; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAPherewith. If Notwithstanding any other provision contained herein, all terms of an accounting changes occur or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such changes result in a material change in Indebtedness shall at all times be valued at the calculation of full stated principal amount thereof. Notwithstanding anything to the financial covenants, standards or terms used contrary in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)Credit Document, then for purposes of calculations made pursuant to the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions terms of this Agreement or such Loan any other Credit Document, GAAP will be deemed to treat leases that would have been classified as applicableoperating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, so as to equitably reflect such accounting changes 2015 in a manner consistent with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments treatment of such provisions shall be sufficient to bind all Lenders. If leases under generally accepted accounting principles in the Parent and the Majority Lenders agree upon the required amendmentsUnited States as in effect on December 31, then after appropriate amendments have been executed and the underlying accounting change with respect 2015, notwithstanding any modifications or interpretive changes thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisemay occur thereafter.

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Parent Guarantor and Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent or any Lender notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent, Lenders, Parent Guarantor and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Loan Parties after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Notwithstanding anything to the contrary contained herein, (a) all references to “Borrowers and their Subsidiaries” in accordance connection with GAAP. If any accounting changes occur terms, financial covenants and such changes result financial statements contained herein shall be deemed to refer to “Ultimate Parent and its Subsidiaries” after a Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein (including, without limitation, any financial covenant set forth in Section 7 and any Additional Provision) shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a material change in Person to value its financial liabilities or Indebtedness at the calculation fair value thereof, and (c) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenantsapplicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, standards any lease of the Borrowers or terms used their Subsidiaries that would be characterized as an operating lease under GAAP as in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then as a result of such changes in GAAP unless otherwise agreed to in writing by the Parent, the Agent Administrative Borrower and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Required Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Furthermore, notwithstanding any other provision contained herein, except with respect to financial statements delivered pursuant to Sections 4.8 and 5.1, any lease that would have been characterized as an operating lease in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree GAAP prior to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation Administrative Borrower’s adoption of ASC 842 (whether or not such lease was in effect on such date) shall not constitute a capital or finance lease, and any accounting changesuch lease shall be, then for all calculations purposes of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such treated as though it were reflected on Administrative Borrower’s consolidated financial statements in light the same manner as an operating lease would have been reflected prior to Company’s adoption of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseASC 842.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower shall negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and BorrowerParent and its Restricted Subsidiaries after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreementimmediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders and Borrower, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “BorrowerParent” is used in respect of a financial covenant or a related definition, it shall be understood to mean BorrowerParent and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment, in each case, concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit; provided, that it shall not be a violation of the foregoing, if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the Maturity Date is subject to a “going concern” or other qualification solely as a result of such impending Maturity Date). Whether a lease constitutes a Capitalized Lease Obligation shall be determined in accordance with GAAP. If any accounting changes occur GAAP and such changes result policies in a material change in the calculation of conformity with those used to prepare the financial covenantsstatements of Borrower and its Subsidiaries fiscal year ended December 31, standards or terms used 2011as in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then effect on the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseAmendment Effective Date.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them, or shall otherwise be interpreted or calculated, in this Agreement conformity with GAAP, and without duplication. Financial Statements and other information required to be delivered by the Borrower to Lenders pursuant to Section 5.1 shall be interpreted prepared in accordance with GAAP as in effect at the time of such preparation; provided that it is acknowledged that financial statements of the Target prepared prior to the Closing Date were prepared in accordance with IFRS and that there shall be no obligation to restate such financial statements or provide a detailed reconciliation with GAAP; and provided further that for the avoidance of doubt, the audited Financial Statements of the Borrower and its Subsidiaries (including the Target Group) for period ending December 31, 2011 shall be prepared in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only Subject to the extent of such accounting changeforegoing, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Borrower’s Original Financial Statements. Notwithstanding the foregoing, if there occurs any change in GAAP or in the application thereof after the Signing Date, and either the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of such change on the operation of any financial statements under this Agreementdefinition, provide a management prepared reconciliation covenant or other provision hereof or the Facility Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose, then (a) the Borrower and the Facility Agent shall negotiate in good faith amendments to the relevant provisions hereof with the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP (or the application of GAAP) conform as nearly as possible to their respective positions as of the Signing Date (and such amendments, once agreed, shall be binding on all parties hereto); and (b) regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with clause (a) above. In addition and notwithstanding any other provision contained herein, all terms of an accounting or financial covenants nature used herein shall be construed, and all computations of amounts and ratios referred to such financial statements in light herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such accounting changesthe Borrower or any Subsidiary at “fair value”, as defined therein. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts A reference to “cash” means money, currency or a credit balance on deposit in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisebank account.

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

Accounting Terms. All Under the Loan Documents (except as otherwise specified herein), all accounting terms not specifically defined in this Agreement shall be interpreted interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP. If In the event that the Administrative Borrower shall notify the Agent that the Loan Parties have adopted IFRS or any accounting changes “Accounting Changes” (as defined below) shall occur and such changes result change results in a material change in the method of calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)Agreement, then regardless of whether any such notice is given before or after such adoption or such Accounting Change or in the Parentapplication thereof, at the request of the Administrative Borrower, the Agent or the Required Lenders, the Loan Parties, the Agent and the Lenders agree to shall enter into good faith negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to reflect equitably reflect such accounting changes adoption or such Accounting Changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent Loan Parties and the Majority respective position of the Loan Parties and the Lenders agree upon shall conform as nearly as possible to their respective positions as of the required amendments, then after appropriate amendments Closing Date. Until such time as such an amendment shall have been executed and delivered by the underlying accounting change with respect thereto has been implementedLoan Parties, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent Agent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting changeRequired Lenders, then all calculations of financial covenants and other covenants, standards and terms in this Agreement and the other Loan Documents shall continue to be preparedcalculated or construed as if such adoption or such Accounting Changes had not occurred, delivered and made without regard the Loan Parties shall provide to the underlying Agent and the Lenders any documents and calculations required under this Agreement or as reasonably requested hereunder by the Agent or the Required Lenders setting forth a reconciliation between calculations of such ratios and requirements and other terms of an accounting changeor a financial nature made before and after giving effect to such adoption or such Accounting Change. In such case“Accounting Changes” refers to changes in accounting principles (i) required by the promulgation of any rule, regulation, pronouncement or opinion by the United States Financial Accounting Standards Board or (ii) otherwise proposed by the Administrative Borrower to, and approved by, the Parent shall, in connection with Agent. Notwithstanding the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any periodforegoing, for the purposes of determining compliance with any covenant contained herein, Indebtedness of Arrow Bidco and its Subsidiaries shall be deemed to be carried at 100% of the standards and terms in this Agreement outstanding principal amount thereof, and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will effects of any accounting principles on financial liabilities shall be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisedisregarded.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Irish Holdings” is used in respect of a financial covenant or a related definition, it shall be understood to mean Irish Holdings and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the United States Financial Accounting Standards Board Accounting Standards Codification Topic (“FASB ASC”) 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) with respect to the accounting for leases as either operating leases or Capitalized Leases and the impact of such accounting in accordance with GAAP. If FASB ASC 840 or otherwise on the definitions and covenants herein, GAAP as in effect on the Closing Date shall be applied, and (c) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any accounting changes occur and such changes result in a material change in explanation, supplemental comment, or other comment concerning the calculation ability of the financial covenants, standards applicable Person to continue as a going concern or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then concerning the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement scope of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All (a) Under the Loan Documents (except as otherwise specified herein, including Section 10.2.13), all accounting terms not specifically defined in this Agreement shall be interpreted interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAPGAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change. If any accounting changes occur Borrowers adopt the International Financial Reporting Standards, and such changes result change in accounting principles and/or adoption of such standards results in a material change in the method or results of calculation of financial covenants and/or defined terms contained in this Agreement, then at the option of the Required Lenders or Borrowers, the parties will enter into good faith negotiations to amend such financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to reflect fairly such changes and/or adoption so that the criteria for evaluating the financial covenantscondition of Borrowers shall be the same in commercial effect after, standards as well as before, such changes and/or adoption are made (in which case the method and calculation of financial covenants and/or the defined terms related thereto hereunder shall be determined in the manner so agreed). Notwithstanding anything to the contrary contained in this Section 1.2 or terms used the definition of “Capital Lease”, in the event of a change in GAAP requiring all leases to be capitalized, only those leases that would have constituted Capital Leases on the Closing Date (assuming for purposes hereof that such leases were in existence on the Closing Date) shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (other than Eligible Hedging Agreements or Other Secured Agreements), then provided that all financial statements delivered to Agent in accordance with the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions terms of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms such change in this Agreement and GAAP shall contain a schedule showing the other Loan Documents shall continue adjustments necessary to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to reconcile such financial statements with GAAP as in light of effect immediately prior to such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisechange).

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

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If ; provided, however, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any accounting changes occur and such changes result in a material change provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the calculation application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such Accounting Change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Accounting Standards Codification 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenantsapplicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, standards any lease of the Borrowers or terms used in their Subsidiaries that would be characterized as an operating lease under GAAP, whether such lease is entered into before or after the Closing Date, shall not constitute a Finance Lease under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired a result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient changes in GAAP unless otherwise agreed to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined writing by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseBorrowers and Required Lenders.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined in this Agreement used herein shall be interpreted interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If GAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Company delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that it wishes to amend any accounting changes occur and covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such changes result covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the calculation application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (b) a reasonable estimate of the effect on the financial covenantsstatements on account of such changes in application. Notwithstanding the above, standards or terms used the parties hereto acknowledge and agree that, for purposes of all calculations made in this Agreement or determining compliance for any other Loan Document applicable period with the financial covenants set forth in Section 5.9 (other than Eligible Hedging Agreements or Other Secured Agreementsincluding without limitation for purposes of the definition of “Pro Forma Basis” set forth in Section 1.1), then after consummation of any Permitted Acquisition, (i) income statement items and other balance sheet items (whether positive or negative) attributable to the Parent, the Agent and the Lenders agree to enter into negotiations Target acquired in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition transaction shall be the same after included in such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only calculations to the extent relating to such applicable period, and (ii) Indebtedness of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, a Target that is retired in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the financial covenants to such financial statements in light first day of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisein each case in accordance with Regulation S-X under the Securities Act, as amended, applicable to a Registration Statement under such Act on Form S-1.

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

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Parent” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial covenants contained herein shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentscalculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

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

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards Section 1.2 hereof or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms elsewhere in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard accounting terms partly defined in Section 1.2 hereof to the underlying accounting change. In such caseextent not defined shall have the respective meanings given to them under GAAP; provided that, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of whenever such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP; provided that, notwithstanding the standards and terms foregoing, if there occurs after March 31, 2016 any change in GAAP that affects in any respect the calculation of any covenant set forth in this Agreement or the definition of any term defined under GAAP used in such calculations, and either Agent or Borrowing Agent so request, Agent and Borrowing Agent shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and the other Loan Documents which are denominated Parties after such change in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average GAAP conform as nearly as possible to their respective positions as of the Bank of Canada noon spot rate Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no effect on the calculation of, or compliance with, any financial covenant contained herein), and (ii) does not include any explanation, supplemental comment, or other rate determined by comment concerning the Agent if such spot rate is not available) for ability of the applicable period, unless expressly stated otherwisePerson to continue as a going concern or concerning the scope of the audit.

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the agreement effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Majority Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed agreed upon and agreed to by the underlying accounting change with respect thereto has been implementedRequired Lenders, any reference to GAAP contained the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything herein to the contrary (a) any change in GAAP that would result in a lease that is classified and accounted for as an operating lease as of the Closing Date being treated as a Capital Lease (or being given a substantially similar treatment) shall not be given effect in the definition of Indebtedness or any related definitions or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery computation of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts ratio or requirement set forth in any currency other than Canadian Dollars Loan Document and (b) if the Borrower notifies Agent that it or Parent is required to report under International Financial Reporting Standards (“IFRS”), or has elected to do so through an early-adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, (i) the Borrower cannot elect to report under U.S. generally accepted accounting principles and (ii) the Borrower shall reconcile the two financial computation methods under IFRS and GAAP in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisea manner reasonably acceptable to Agent).

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

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAPAppliable Accounting Standards. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Borrower” is used in this Agreement respect of a financial covenant or a related definition, it shall be understood to mean the Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (or any similar accounting principle or other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof or (ii) any treatment of Indebtedness with respect to convertible debt instruments under Accounting Standards Codification 470-20 (or any other Loan Document Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (other than Eligible Hedging Agreements b) the term “unqualified opinion” as used herein to refer to opinions or Other Secured Agreements), then reports provided by accountants means an opinion or report that does not include any qualification or supplemental comment concerning the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement ability of the Majority Lenders applicable Person to any required amendments continue as a going concern or concerning the scope of such provisions shall be sufficient to bind all Lendersthe audit. If On the Parent and first reporting period for which the Majority Lenders agree upon the required amendments, then after appropriate amendments Loan parties have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer transitioned from IFRS to GAAP, consistently applied after giving effect then following delivery to Agent of a completed Compliance Certificate attaching the information required to be delivered for such financial reporting period, Agent shall use commercially reasonable efforts to amend (in a manner mutually satisfactory to the implementation Lender and Loan Parties) the thresholds or methods of calculation required (including any definitions or components applicable thereto) such that compliance therewith is neither more nor less burdensome to Loan Parties as a result of such accounting change. If conversion to GAAP and, thereafter, all references in the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents to IFRS shall continue be deemed references to be prepared, delivered and made without regard to the underlying accounting changeGAAP. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.1.3

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in this Agreement shall be interpreted in accordance conformity with GAAP. If any accounting changes occur and such changes result change in GAAP results in a material change in the calculation of the financial covenants, standards covenants or terms used in interpretation of related provisions of this Agreement or any other Loan Document (other than Eligible Hedging Agreements Credit Document, then if either Borrower or Other Secured Agreements)the Requisite Lenders shall request an amendment to such provisions of this Agreement, then the ParentBorrower, the Administrative Agent and the Requisite Lenders agree to enter into negotiations in order negotiate an amendment to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes in GAAP with the desired result that the criteria for evaluating the ParentBorrower’s financial condition shall be the same after such accounting changes change in GAAP as if such accounting changes change had not been made; providedprovided that no such change in GAAP shall be given effect for purposes of measuring compliance with financial covenants, however, that unless the agreement of Borrower and the Majority Requisite Lenders agree to any required amendments of modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements provided hereunder shall be sufficient to bind all Lenders. If provided together with a reconciliation between the Parent calculations and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed amounts set forth therein before and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to such change in GAAP. Until the implementation of such accounting change. If the Parent Borrower and the Majority Requisite Lenders cannot agree upon have agreed to any amendment referred to in the required amendments within thirty (30) days following the date of implementation of any accounting changeprior sentence, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the financial statements prior to the applicable change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under this Agreement, provide Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a management prepared reconciliation similar result or effect) to value any Indebtedness or other liabilities of the financial covenants to such financial statements in light Borrower or any Subsidiary at “fair value”, as defined therein, (ii) any treatment of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars Indebtedness in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate convertible debt instruments under Accounting Standards Codification 470-20 (or any other rate determined by Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Agent if full stated principal amount thereof and (iii) Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be treated as a capital lease thereunder where such spot rate is not availablelease (or arrangement) for would have been treated as an operating lease under GAAP as in effect immediately prior to the applicable period, unless expressly stated otherwiseeffectiveness of such Accounting Standards Codification.

Accounting Terms. All Any accounting terms not specifically defined term used in this Agreement shall be interpreted have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP. If any accounting changes occur , and such changes result all financial computations hereunder shall be computed unless otherwise specifically provided herein, in a material change accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the calculation preparation of the financial covenantsstatements of Parent most recently received by Agent prior to the date hereof; provided, standards that, upon the adoption by Parent of IFRS as required by Parent’s independent certified public accountants or terms used in this Agreement the event of any change in GAAP after the date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or any other Loan Document (other than Eligible Hedging Agreements Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower require that such covenants be calculated in accordance with GAAP as in effect, and as applied by Parent and its Subsidiaries, immediately before the adoption by Parent of IFRS or Other Secured Agreements)the applicable change in GAAP became effective, then until either the notice from the applicable party is withdrawn or such covenant is amended in a manner satisfactory to Parent, the Agent and the Lenders agree Required Lenders. Notwithstanding anything to enter into negotiations in order to amend such provisions of this Agreement or such Loan Documentthe contrary contained herein, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s all financial condition statements delivered hereunder shall be the same after such accounting changes as if such accounting changes had not been made; providedprepared, however, that the agreement of the Majority Lenders to any required amendments of such provisions and all financial covenants contained herein shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentscalculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards No. 159 (or any similar accounting changeprinciple) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard Notwithstanding anything to the underlying accounting change. In such casecontrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that does not include any qualification, explanation, supplemental comment or other comment concerning the ability of the applicable person to continue as a going concern or the scope of the audit. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent shallor Borrowers and their Subsidiaries on a consolidated basis, in connection with unless the delivery context clearly requires otherwise. For purposes of any financial statements under calculations pursuant to the terms of this Agreement, provide GAAP will be deemed to treat operating leases in a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance manner consistent with the standards and terms current treatment under GAAP as in this Agreement and effect on the other Loan Documents which are denominated in Canadian Dollars figuresClosing Date, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (notwithstanding any modification or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseinterpretive changes thereto that may occur hereafter.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined in this Agreement used herein shall be interpreted interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If any accounting changes occur and such changes result in GAAP applied on a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes basis consistent with the desired result that the criteria for evaluating the Parent’s most recent audited consolidated financial condition shall be the same after such accounting changes as if such accounting changes had not been madestatements of Borrower delivered to Agent; provided, howeverthat, that in the agreement event of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then change in GAAP after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting changehereof that affects the covenant in Section 10 hereof, then all calculations of financial Borrower may by notice to Agent, or Agent may by notice to Borrower require that such covenants be calculated in accordance with GAAP as in effect, and other standards as applied by Borrower immediately before the applicable change in GAAP became effective, until either the notice from the applicable party is withdrawn or such covenant is amended in a manner satisfactory to Borrower and terms in this Agreement and Agent. Borrower shall deliver to Agent at the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with same time as the delivery of any financial statements under this Agreement, provide given in accordance with the provisions of Section 8.1 hereof (i) a management prepared reconciliation description in reasonable detail of any material change in the financial covenants to application of accounting principles employed in the preparation of such financial statements from those applied in light the most recently preceding monthly, quarterly or annual financial statements and (ii) a reasonable estimate of the effect on the financial statements on account of such accounting changeschanges in application. To Notwithstanding anything to the extent that the Parent shall deliver any contrary contained herein, (i) all financial statements delivered hereunder which contain amounts in shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any currency election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (ii) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (A) unqualified, and (B) does not include any explanation, supplemental comment, or other than Canadian Dollars in respect of any period, for comment concerning the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average ability of the Bank applicable Person to continue as a going concern or concerning the scope of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if any Borrower notifies Lender that such Borrower requests an amendment to any provision hereof to eliminate the agreement effect of any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the Majority Lenders American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date, or in the application thereof (or if Lender notifies any Borrower that Lender requests an amendment to any required amendments provision hereof for such purpose), regardless of whether any such provisions shall be sufficient to bind all Lenders. If notice is given before or after such Accounting Change or in the Parent and the Majority Lenders agree upon the required amendmentsapplication thereof, then Lender and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of Lender and each Borrower after appropriate such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been executed and agreed upon, the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained provisions in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of shall be calculated as if no such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changeAccounting Change had occurred. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such caseWhenever used herein, the Parent shall, in connection with term “financial statements” shall include the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of footnotes and schedules thereto. Whenever the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars term “Borrower” is used in respect of any perioda financial covenant or a related definition, for the purposes of determining compliance with the standards it shall be understood to mean Borrowers and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodtheir respective Subsidiaries on a consolidated basis, unless expressly stated the context clearly requires otherwise.

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

Accounting Terms. All As used in this Agreement, the other Loan Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined in Section 1.2 or elsewhere in this Agreement shall be interpreted and accounting terms partly defined in accordance with Section 1.2 to the extent not defined, have the respective meanings given to them under GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of whenever such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, are used for the purposes of determining compliance with the standards and terms financial covenants in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figuresAgreement, such amounts will accounting terms shall be converted into Canadian Dollars based upon the average defined in accordance with GAAP as applied in preparation of the Bank audited financial statements of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) Borrowers for the applicable periodfiscal year ended January 31, unless expressly stated otherwise2011. Any reference herein to GAAP “as consistently applied” shall mean GAAP as consistently applied after giving effect to any changes in GAAP, provided, that any financial statements delivered pursuant to Sections 9.7, 9.8 or 9.9 that are prepared after any such change in GAAP shall be accompanied by a reconciliation between such financial statements after giving effect to such change in GAAP and such financial statements without giving effect to such change GAAP. Notwithstanding the foregoing, if at any time any change in GAAP would affect the computation of any financial covenant or requirement set forth in any Loan Document, and either Borrowing Agent, Agent, or Required Lenders so requests, Agent and Borrowing Agent shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Agent) it being understood that a Default or Event of Default under Section 6.5 shall not occur solely as a result of a change in GAAP to the extent such Default or Event of Default would not have occurred absent such change in GAAP; provided that, until so amended, (a) such covenant or requirement will continue to be determined in accordance with GAAP prior to such change, and (b) Borrowers shall provide to Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such covenant or requirement made both before and after giving effect to such change in GAAP.

Accounting Terms. All (a) Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in this Agreement conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to clauses (a), (b), (c) and (d) of Section 7.1 shall be interpreted prepared in accordance with GAAPGAAP as in effect at the time of such preparation. If at any accounting changes occur and such changes result in a material time any change in GAAP or in the calculation consistent application thereof would affect the computation of any financial covenant or requirement set forth in any Credit Document, and either the financial covenants, standards Borrower or terms used the Required Lenders shall object in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)writing to determining compliance based on such change, then the ParentAdministrative Agent and Borrower shall negotiate in good faith to amend such financial covenant, requirement or applicable defined terms to preserve the original intent thereof in light of such change to GAAP (it being understood and agreed that such amendments agreed between the Administrative Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition Borrower shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement require consent of the Majority Required Lenders to any required amendments of only), provided that, until so amended such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents computations shall continue to be preparedmade on a basis consistent with the most recent financial statements delivered pursuant to clauses (a), delivered (b), (c) and made without regard (d) of Section 7.1 as to which no such objection has been made. Notwithstanding anything to the underlying contrary in the Credit Documents, and notwithstanding any accounting change. In change after January 1, 2019 that would require lease obligations (whether such case, lease obligations are entered into before or after such date) that would be treated as operating leases to be classified and accounted for as Capital Leases or otherwise reflected on the consolidated balance sheet of the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any periodand its Subsidiaries, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figuresany covenant contained herein, such amounts will obligations shall be converted into Canadian Dollars based upon treated in the average same manner as operating leases are treated as of such date and shall not constitute Indebtedness or a Capital Leases of the Bank Parent or any of Canada noon spot rate (or other rate determined by the Agent if its Subsidiaries as a result of such spot rate is not available) for the applicable period, unless expressly stated otherwisechanges in accounting.

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

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

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

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards Section 1.2 hereof or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms elsewhere in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard accounting terms partly defined in Section 1.2 hereof to the underlying accounting change. In such caseextent not defined shall have the respective meanings given to them under GAAP; provided that, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of whenever such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP; provided that, notwithstanding the standards and terms foregoing, if there occurs after March 31, 2017 any change in GAAP that affects in any respect the calculation of any covenant set forth in this Agreement or the definition of any term defined under GAAP used in such calculations, and either Required Lenders or Borrowing Agent so request, Lenders and Borrowing Agent shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and the other Loan Documents which are denominated Parties after such change in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average GAAP conform as nearly as possible to their respective positions as of the Bank of Canada noon spot rate Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no effect on the calculation of, or compliance with, any financial covenant contained herein), and (ii) does not include any explanation, supplemental comment, or other rate determined by comment concerning the Agent if such spot rate is not available) for ability of the applicable periodPerson to continue as a going concern or concerning the scope of the audit, except in the case of each of the foregoing clauses (i) and (ii), any such qualification, explanation, supplemental comment, or comment resulting solely from (1) an upcoming maturity date with respect to the Term Loan or the Revolving Loan Indebtedness or (2) a breach or anticipated breach of a financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless expressly stated otherwisethe parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

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

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically defined in this Agreement used herein shall be interpreted interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared, in accordance with GAAPGAAP applied on a consistent basis. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all All calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the standards most recent annual or quarterly financial statements delivered pursuant to Section 7.1; provided, however, if (a) the Credit Parties shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Lender shall so object in writing within 60 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Credit Parties to the Lender as to which no such objection shall have been made. Notwithstanding the above, the parties hereto acknowledge and terms agree that, for purposes of all calculations made under the financial covenants set forth in this Agreement Section 7.11 after any Asset Disposition or to determine pro forma compliance with respect to any such Asset Disposition, such Asset Disposition shall be deemed to have occurred on the first day of the four fiscal quarter period immediately preceding the date of such Asset Disposition and the other Loan Documents which are denominated in Canadian Dollars figuresapplicable income statement items (whether positive or negative) and Indebtedness attributable to the Person or Property related to the applicable Asset Disposition shall be excluded (rather than included) from such calculation. Notwithstanding the foregoing, such amounts will be converted into Canadian Dollars based upon following the average disposition of the Bank of Canada noon spot rate Communications Division, the Meridian Business (or other rate determined to the extent such disposition is approved in writing by the Agent if Lender) or Ship & Debit Division, as applicable, the income statement items (whether positive or negative) attributable to such spot rate is not available) for division or business shall be included in the calculation of the financial covenants set forth in Section 7.11 to the extent related to any period applicable period, unless expressly stated otherwisein such calculation.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Notwithstanding anything to the contrary contained herein, (a) all references to "Borrowers and their Subsidiaries" in accordance connection with GAAP. If any accounting changes occur terms, financial covenants and such changes result in financial statements contained herein shall be deemed to refer to "Ultimate Parent and its Subsidiaries" after a material change in Qualifying IPO, (b) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the calculation Statement of Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (c) the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenantsapplicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, standards any lease of the Borrowers or terms used their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired a result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient changes in GAAP unless otherwise agreed to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined writing by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseAdministrative Borrower and Agent.

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

Accounting Terms. All Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined or financial nature shall be construed in this accordance with Agreement Accounting Principles, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in Agreement Accounting Principles or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in Agreement Accounting Principles or in the application thereof, then such provision shall be interpreted on the basis of Agreement Accounting Principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAPherewith. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in Whenever under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)financial information, then the Parent, the Agent data and the Lenders agree to enter into negotiations in order to amend like is calculated on a consolidated basis for the Borrower and its Subsidiaries, such provisions financial information, data and the like of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition Subsidiary shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, included only to the extent of the Borrower’s percentage of ownership of such accounting change, refer to GAAP, consistently applied after giving effect Subsidiary. Any reference in this Agreement to the implementation terms “extraordinary losses” and “extraordinary gains” shall mean such losses and gains, respectively, categorized by the Company’s external auditors as extraordinary in the financial statements of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following Company prepared in accordance with Agreement Accounting Principles in effect at the date of implementation of any accounting change, then all calculations of such financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard statements. Notwithstanding anything contained or implied herein to the underlying accounting change. In such casecontrary, no change in Agreement Accounting Principles shall require the Parent shall, in connection with the delivery restatement of any financial statements under this Agreementdated prior to such change and provided to any Lender, provide the Administrative Agent, the Swingline Lender or the LC Issuer. Further, no retroactive change shall be made (as a management prepared reconciliation result of any change in Agreement Accounting Principles which occurs after the date of any such financial statements) in any of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements calculations made hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average information contained in said financial statements including, without limitation, the calculation of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseApplicable Margin.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms “Parent” and “Borrowers” are used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the same after such accounting changes as if such accounting changes had not been made; providedcontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, however, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

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

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with generally accepted accounting principles as in effect in the United States from time to time (“GAAP. If ”); provided that (a) if there is any accounting changes occur and such changes result in a material change in GAAP from such principles applied in the preparation of the audited financial statements referred to in Section 4.06 (“Initial GAAP”) that is material in respect of the calculation of compliance with the covenant set forth in Section 6.15 and/or any other leverage ratio or financial covenantstest used herein, standards the Borrower shall give prompt notice of such change to the Agent and the Lenders, (b) if Holdings or terms used the Borrower notifies the Agent that Holdings or the Borrower requests an amendment of any provision hereof to eliminate the effect of any change in GAAP (or the application thereof) from Initial GAAP (or if the Agent or the Required Lenders request an amendment of any provision hereof for such purpose), regardless of whether such notice is given before or after such change in GAAP (or the application thereof), then the Agent and the Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed); provided, however, that such provision shall be applied on the basis of generally accepted accounting principles as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision is amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of Holdings or any Subsidiary that would be characterized as an operating lease under GAAP in effect on the Closing Date, whether such lease is entered into before or after the Closing Date, shall not constitute Indebtedness or a Capital Lease under this Agreement or any other Loan Document (as a result of such changes in GAAP. Notwithstanding any other than Eligible Hedging Agreements provision contained herein, all terms of an accounting or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition nature used herein shall be the same after such accounting changes as if such accounting changes had not been made; providedconstrued, however, that the agreement and all computations of the Majority Lenders amounts and ratios referred to any required amendments of such provisions herein shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsmade, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to the implementation any election under Statement of such accounting change. If the Parent Financial Accounting Standards 133 and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate 159 (or any other rate determined by the Agent if such spot rate is not availableFinancial Accounting Standard having a similar result or effect) for the applicable periodto value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, unless expressly stated otherwiseas defined therein.

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the agreement effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Majority Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed agreed upon and agreed to by the underlying accounting change with respect thereto has been implementedRequired Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. Notwithstanding the foregoing, if at any reference time Borrower determines to use IFRS in lieu of GAAP for financial reporting purposes, Borrower may elect by written notice to Agent to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP contained shall, for purposes of this Agreement, thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS, and (b) for periods beginning prior to the date specified in such notice, GAAP; provided that, to the extent that such election would affect any financial ratio set forth in this Agreement or in any financial covenant or related definition, (i) Borrower shall provide to Agent financial statements and other Loan Document (other than Eligible Hedging Agreements documents reasonably requested by Agent or Other Secured Agreements) shall, only any Lender setting forth a reconciliation with respect to the extent of such accounting change, refer ratio or covenant for periods before giving effect to GAAP, consistently applied such election and for periods after giving effect to such election, and (ii) if Borrower, Agent or the implementation Required Lenders shall so request, Agent, the Required Lenders and Borrower shall negotiate in good faith to amend the provisions of this Agreement that are directly affected by such accounting change. If election with the Parent intent of having the respective positions of the Lenders and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following Borrower after such election conform as nearly as possible to their respective positions as of the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms this Agreement. Notwithstanding anything in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any periodcontrary, for the purposes of determining calculating compliance with the standards financial covenants of this Agreement, no effect shall be given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially similar pronouncement. When used herein, the term “financial statements” shall include the notes and terms schedules thereto. Whenever the term “Borrower” is used in this Agreement respect of a financial covenant or a related definition, it shall be understood to mean Borrower and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average each of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodits Subsidiaries on a consolidated basis, unless expressly stated the context clearly requires otherwise.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term "financial statements" shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term "Borrowers" is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if Borrower notifies Lender that Borrower requests an amendment to any provision hereof to eliminate the agreement effect of any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the Majority Lenders American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date, or in the application thereof (or if Lender notifies Borrower that Lender requests an amendment to any required amendments provision hereof for such purpose), regardless of whether any such provisions shall be sufficient to bind all Lenders. If notice is given before or after such Accounting Change or in the Parent and the Majority Lenders agree upon the required amendmentsapplication thereof, then Lender and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lender and Borrower after appropriate such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been executed and agreed upon, the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained provisions in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of shall be calculated as if no such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changeAccounting Change had occurred. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such caseWhenever used herein, the Parent shall, in connection with term “financial statements” shall include the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of footnotes and schedules thereto. Whenever the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars term “Borrower” is used in respect of any perioda financial covenant or a related definition, for the purposes of determining compliance with the standards it shall be understood to mean Borrower and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodits Subsidiaries on a consolidated basis, unless expressly stated the context clearly requires otherwise.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing 55 Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in accordance with GAAPrespect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. If Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changes occur principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and such changes result in a material change in (b) the calculation term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenants, standards applicable Person to continue as a going concern or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then concerning the Parent, scope of the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been madeaudit; provided, however, that it shall not be a violation of this clause (b) if the agreement opinion or report accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Majority Lenders Loans is subject to any required amendments a “going concern” qualification that is solely as a result of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the an impending stated final maturity date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards Section 1.2 hereof or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms elsewhere in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard accounting terms partly defined in Section 1.2 hereof to the underlying accounting change. In such caseextent not defined shall have the respective meanings given to them under GAAP; provided that, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of whenever such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP; provided that, notwithstanding the standards and terms foregoing, if there occurs after March 31, 2021 any change in GAAP that affects in any respect the calculation of any covenant set forth in this Agreement or the definition of any term defined under GAAP used in such calculations, and either Required Lenders or Borrowing Agent so request, Lenders and Borrowing Agent shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and the other Loan Documents which are denominated Parties after such change in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average GAAP conform as nearly as possible to their respective positions as of the Bank of Canada noon spot rate Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no material effect on the calculation of, or compliance with, any financial covenant contained herein), and (ii) does not include any explanation, supplemental comment, or other rate determined by comment concerning the Agent if such spot rate is not available) for ability of the applicable periodPerson to continue as a going concern or concerning the scope of the audit, except in the case of each of the foregoing clauses (i) and (ii), any such qualification, explanation, supplemental comment, or comment resulting solely from (1) an upcoming maturity date with respect to the Term Loan or the Revolving Loan Indebtedness or (2) a breach or anticipated breach of a financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless expressly stated otherwisethe parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined in this Agreement used herein shall be interpreted interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If GAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower delivered to the Lenders; provided that, if the Borrower shall notify the Administrative Agent that it wishes to amend any accounting changes occur and covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such changes result covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (i) a description in reasonable detail of any material change in the calculation application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (ii) a reasonable estimate of the effect on the financial covenantsstatements on account of such changes in application. Notwithstanding the above, standards or terms used the parties hereto acknowledge and agree that, for purposes of all calculations made in this Agreement determining compliance for any applicable period with the financial covenants set forth in Section 5.9, after consummation of any Permitted Acquisition or any acquisition by the Borrower during the twelve month period prior to the Closing Date, (i) income statement items and other Loan Document balance sheet items (other than Eligible Hedging Agreements whether positive or Other Secured Agreements), then negative) attributable to the Parent, the Agent and the Lenders agree to enter into negotiations Target acquired in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition transaction shall be the same after included in such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only calculations to the extent relating to such applicable period, and (ii) Indebtedness of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, a Target which is retired in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the financial covenants to such financial statements in light first day of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.

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

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards Section 1.2 hereof or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms elsewhere in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard accounting terms partly defined in Section 1.2 hereof to the underlying accounting change. In such caseextent not defined shall have the respective meanings given to them under GAAP; provided that, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of whenever such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP; provided that, notwithstanding the standards and terms foregoing, if there occurs after March 31, 2021 any change in GAAP that affects in any respect the calculation of any covenant set forth in this Agreement or the definition of any term defined under GAAP used in such calculations, and either Agent or Borrowing Agent so request, Agent and Borrowing Agent shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and the other Loan Documents which are denominated Parties after such change in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average GAAP conform as nearly as possible to their respective positions as of the Bank NinthTenth Amendment Effective Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no material effect on the calculation of, or compliance with, any financial covenant contained herein or the determination of Canada noon spot rate the Formula Amount), and (ii) does not include any explanation, supplemental comment, or other rate determined by comment concerning the Agent if such spot rate is not available) for ability of the applicable periodPerson to continue as a going concern or concerning the scope of the audit, except in the case of each of the foregoing clauses (i) and (ii), any such qualification, explanation, supplemental comment or comment resulting solely from (1) an upcoming maturity date with respect to the Obligations or the Term Loan Indebtedness or (2) a breach or anticipated breach of a financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless expressly stated otherwisethe parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Terms. All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise. In addition, all obligations of the Loan Parties and their Subsidiaries that are or would have been treated as operating leases for purposes of IFRS prior to the effectiveness of FASB ASC 842 may continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Agent that Borrower request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in accordance with GAAPrespect of a financial covenant or a related definition, it shall be understood to mean the Borrower and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. If Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changes occur principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and such changes result in a material change in (b) the calculation term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenantsapplicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP or application of GAAP after March 30, standards 2018, any lease of the Borrower or terms used their Subsidiaries that would be characterized as an operating lease under GAAP in effect on March 30, 2018, or as applied on March 30, 2018 (whether such lease is entered into before or after March 30, 2018) shall not constitute a Capital Lease under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired a result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient changes in GAAP or application thereof unless otherwise agreed to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined writing by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseBorrower and Required Lenders.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Parent” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changeprinciple) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. If Notwithstanding anything to the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting changecontrary contained herein, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents statements delivered hereunder shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the all financial covenants contained herein shall be calculated, without giving effect to such financial statements in light any election under the Statement of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or other rate determined by any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisefair value thereof.

Accounting Terms. All As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards Section 1.2 hereof or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms elsewhere in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard accounting terms partly defined in Section 1.2 hereof to the underlying accounting change. In such caseextent not defined shall have the respective meanings given to them under GAAP; provided that, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of whenever such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP; provided that, notwithstanding the standards and terms foregoing, if there occurs after March 31, 2021 any change in GAAP that affects in any respect the calculation of any covenant set forth in this Agreement or the definition of any term defined under GAAP used in such calculations, and either Required Lenders or Borrowing Agent so request, Lenders and Borrowing Agent shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and the other Loan Documents which are denominated Parties after such change in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average GAAP conform as nearly as possible to their respective positions as of the Bank of Canada noon spot rate Closing Date, provided that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and the Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Required Lenders may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP. The term “without qualification” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified (other than qualifications pertaining solely to changes in GAAP to the extent any such change has no material effect on the calculation of, or DB1/ 123142411.13 compliance with, any financial covenant contained herein), and (ii) does not include any explanation, supplemental comment, or other rate determined by comment concerning the Agent if such spot rate is not available) for ability of the applicable periodPerson to continue as a going concern or concerning the scope of the audit, except in the case of each of the foregoing clauses (i) and (ii), any such qualification, explanation, supplemental comment, or comment resulting solely from (1) an upcoming maturity date with respect to the Term Loan or the Revolving Loan Indebtedness or (2) a breach or anticipated breach of a financial covenant. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Historical Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless expressly stated otherwisethe parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Terms. (a) All accounting terms not specifically defined in financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the First Lien Leverage Ratio, the Funded Debt to Consolidated Adjusted EBITDA Ratio, the Secured Leverage Ratio or Consolidated Adjusted EBITDA shall be construed and interpreted in accordance with GAAP. If , as in effect from time to time; provided that if Borrowing Agent notifies the Agent that the Loan Parties request an amendment to any accounting changes occur and such changes result in a material provision hereof to eliminate the effect of any change in occurring after the calculation date of delivery of the financial covenantsstatements described in Sections 5.5 and 8.1(l) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), standards regardless of whether any such notice is given before or terms used after such change in this Agreement GAAP or any other Loan Document (other than Eligible Hedging Agreements 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 Other Secured Agreements)such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrowers or the Required Lenders, then the Parent, Borrowers and the Agent and the Lenders agree shall negotiate in good faith to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement an amendment of the Majority Lenders to relevant affected provisions (without the payment of any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement amendment or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only similar fee to the extent of such accounting change, refer Lenders) to GAAP, consistently applied after giving effect to preserve the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements original intent thereof in light of such change in GAAP or the application thereof; provided, further, that all terms of an accounting changes. To or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the extent that the Parent shall deliver Loan Parties or any financial statements hereunder which contain amounts in subsidiary at “fair value,” as defined therein and (ii) any currency other than Canadian Dollars treatment of Indebtedness in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate convertible debt instruments under Accounting Standards Codification 470-20 (or any other rate determined by Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If the Borrowing Agent if notifies the Administrative Agent that Holdings is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such spot rate is conversion, Holdings cannot available) for the applicable period, unless expressly stated otherwiseelect to report under GAAP).

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if any Borrower notifies Lender that such Borrower requests an amendment to any provision hereof to eliminate the agreement effect of any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the Majority Lenders American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Agreement Date, or in the application thereof (or if Lender notifies any Borrower that Lender requests an amendment to any required amendments provision hereof for such purpose), regardless of whether any such provisions shall be sufficient to bind all Lenders. If notice is given before or after such Accounting Change or in the Parent and the Majority Lenders agree upon the required amendmentsapplication thereof, then Lender and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of Lender and each Borrower after appropriate such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been executed and agreed upon, the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained provisions in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of shall be calculated as if no such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changeAccounting Change had occurred. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such caseWhenever used herein, the Parent shall, in connection with term “financial statements” shall include the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of footnotes and schedules thereto. Whenever the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars term “Borrower” is used in respect of any perioda financial covenant or a related definition, for the purposes of determining compliance with the standards it shall be understood to mean Borrowers and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodtheir respective Subsidiaries on a consolidated basis, unless expressly stated the context clearly requires otherwise.

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

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined in this Agreement used herein shall be interpreted interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. If GAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Company delivered to the Lenders; provided that if the Borrower notifies the Administrative Agent that it wishes to amend any accounting changes occur and covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such changes result covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders; and provided, further, that for purposes of (a) all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 (including, without limitation, for purposes of the definition of “Pro Forma Basis” set forth in Section 1.1), (b) calculating the Leverage Ratio for purposes of determining the Applicable Percentage and (c) determining compliance with any covenant set forth in Article VI, no effect shall be given to any election under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the calculation application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (b) a reasonable estimate of the effect on the financial covenants, standards or terms used statements on account of such changes in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then application. Notwithstanding the Parentabove, the Agent parties hereto acknowledge and the Lenders agree to enter into negotiations that, for purposes of (a) all calculations made in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes determining compliance for any applicable period with the desired result that financial covenants set forth in Section 5.9 (including, without limitation, for purposes of the criteria definition of “Pro Forma Basis” set forth in Section 1.1) or (b) calculating the Leverage Ratio for evaluating purposes of determining the Parent’s financial condition Applicable Percentage, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be the same after included in such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only calculations to the extent of relating to such accounting changeapplicable period, refer subject to GAAP, consistently applied after giving effect adjustments mutually acceptable to the implementation of such accounting change. If the Parent Borrower and the Majority Lenders cannot agree upon the required amendments within thirty Administrative Agent, and (30B) days following the date Indebtedness of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, a Target which is retired in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the financial covenants to such financial statements in light first day of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisein each case in accordance with Regulation S-X under the Securities Act, as amended, applicable to a Registration Statement under such Act on Form S-1 and (ii) after any Asset Disposition permitted by Section 6.4(a)(ix), (A) income statement items, cash flow statement items and other balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such Asset Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions prior to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) no effect shall be given to FAS 141R (and any subsequent codification thereof) in respect of earn-outs or other similar contingent consideration, (c) any change in GAAP that would require any leases that were or would have been treated as operating leases in accordance with GAAP. If any accounting changes occur and such changes result GAAP in a material change in effect immediately prior to the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions date of this Agreement or to be classified and accounted for as capital leases after such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition change shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement disregarded for purposes of the Majority Lenders to any required amendments operation of such provisions shall be sufficient to bind all Lenders. If the Parent terms and covenants (and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained related calculations thereunder) in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of and (d) the financial covenants term “unqualified opinion” as used herein to such financial statements in light of such accounting changes. To the extent refer to opinions or reports provided by accountants shall mean an opinion or report that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (is unqualified as to scope or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisegoing concern.

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

Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be made or submitted pursuant to this Agreement shall be interpreted prepared in accordance with conformity with, GAAP. If any accounting changes occur and such changes result , applied in a material change in the calculation of the financial covenants, standards or terms manner consistent with that used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)preparing, then prior to the ParentClosing Date, the Agent Historical Financial Statements, and after the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan DocumentClosing Date, the most recently delivered Section 9.1 Financials, except as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been madeotherwise specifically prescribed herein; provided, however, that (i) if the agreement of Borrower notifies the Majority Lenders Administrative Agent that the Borrower requests an amendment to any required amendments provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date on the operation of such provisions provision, regardless of whether any such notice is given before or after such Accounting Change, then such provision shall be sufficient interpreted as if such Accounting Change had not occurred until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to bind all Lenders. If any provision hereof to eliminate the Parent and effect of any Accounting Change occurring after the Majority Lenders agree upon Closing Date on the required amendmentsoperation of such provision, regardless of whether any such notice is given before or after such Accounting Change, then after appropriate amendments such provision shall be interpreted as if such Accounting Change had not occurred until such notice shall have been executed and the underlying accounting change with respect thereto has been implementedwithdrawn or such provision amended in accordance herewith, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, but only to the extent that, without undue burden or expense, the Borrower, its auditors and/or its financial systems are capable of interpreting such provisions as if such Accounting Change had not occurred. (b) Where reference is made to “the Borrower and the Restricted Subsidiaries, on a consolidated basis” or “the members of the Restricted Group”, on a consolidated basis, or similar language, such consolidation shall not include any Subsidiaries of the Borrower other than the Restricted Subsidiaries. (c) Notwithstanding any other provision contained herein, all terms of an accounting changeor financial nature used herein shall be construed, refer and all computations of amounts and ratios referred to GAAPherein shall be made, consistently applied after without giving effect to any election under the implementation Financial Accounting Standards Board’s Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of such accounting changethe Borrower or any Subsidiary at “fair value” as defined therein. If (d) For the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date avoidance of implementation doubt, notwithstanding any classification under GAAP of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars Person or business in respect of any period, which a definitive agreement for the purposes Disposition thereof has been entered into as discontinued operations, the Net Income of determining compliance with such Person or business shall not be excluded from the standards calculation of Net Income until such Disposition shall have been consummated. (e) Unrestricted Subsidiaries may use value transferred from the Borrower and terms its Restricted Subsidiaries in this an Investment permitted by the Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average to purchase or otherwise acquire Indebtedness or Equity Interests of the Bank Borrower, any Parent Entity or any of Canada noon spot rate (the Borrower’s Restricted Subsidiaries, and to transfer value to the holders of the Equity Interests of the Borrower or other rate determined any Restricted Subsidiary or any Parent Entity or to Affiliates thereof, and such purchase, acquisition, or transfer will not be deemed to be a “direct or indirect” action by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.Borrower or its Restricted Subsidiaries. -98- #96562806v11

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAP. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that if Borrower notifies Lender that Borrower requests an amendment to any provision hereof to eliminate the agreement effect of any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the Majority Lenders American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions) (an “Accounting Change”) occurring after the Closing Date, or in the application thereof (or if Lender notifies Borrower that Lender requests an amendment to any required amendments provision hereof for such purpose), regardless of whether any such provisions shall be sufficient to bind all Lenders. If notice is given before or after such Accounting Change or in the Parent and the Majority Lenders agree upon the required amendmentsapplication thereof, then Lender and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lender and Borrower after appropriate such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been executed and agreed upon, the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained provisions in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of shall be calculated as if no such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changeAccounting Change had occurred. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such caseWhenever used herein, the Parent shall, in connection with term “financial statements” shall include the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of footnotes and schedules thereto. Whenever the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars term “Borrower” is used in respect of any perioda financial covenant or a related definition, for the purposes of determining compliance with the standards it shall be understood to mean Borrower and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodits Subsidiaries on a consolidated basis, unless expressly stated the context clearly requires otherwise.. DA-3283712 v10 1286309-00040

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent, Lenders, the Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Loan Parties after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms When used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parentherein, the Agent term “financial statements” shall include the notes and schedules thereto. Notwithstanding anything to the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Documentcontrary contained herein, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s (a) all financial condition statements delivered hereunder shall be the same after such accounting changes as if such accounting changes had not been made; providedprepared, howeverand all financial covenants contained herein (including, that the agreement of the Majority Lenders to without limitation, any required amendments of such provisions financial covenants set forth in Section 7) shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentscalculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the Majority Lenders cannot agree upon ability of the required amendments within thirty applicable Person to continue as a going concern or concerning the scope of the audit, and (30c) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents leases shall continue to be prepared, classified and accounted for on a basis consistent with that reflected in the annual audited financial statements delivered and made without regard to the underlying accounting change. In such caseAgent and Lenders prior to the Closing Date for the fiscal year ended December 31, the Parent shall, in connection with the delivery 2017 for all purposes of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver notwithstanding any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable periodAccounting Change relating thereto, unless expressly stated otherwisethe parties hereto shall enter into a mutually acceptable amendment addressing such Accounting Changes, as provided for above.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Administrative Agent and the BXC Representative that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Administrative Agent or the BXC Representative notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then the BXC Representative and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Parent” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the same after such accounting changes as if such accounting changes had not been made; providedcontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, however, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changeprinciple) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (in each case, other than with respect to, or resulting from, an upcoming maturity date under any Indebtedness or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period). If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation Notwithstanding any other provision contained herein, any obligation of any accounting changePerson that would have been treated as an operating lease for purposes of GAAP as of December 14, then all calculations of financial covenants and other standards and terms 2018 (whether or not such obligation was in this Agreement and the other Loan Documents effect on such date) shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation accounted for as an operating lease for purposes of the financial covenants to Loan Documents, notwithstanding any actual or proposed change in GAAP (whether on a prospective or retroactive basis) after such financial statements in light of such accounting changes. To the extent that the Parent date and shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will not be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (treated as Indebtedness or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisea Capitalized Lease.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Second Amendment Effective Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions before such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders and the Borrowers, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Borrowers” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the same after such accounting changes as if such accounting changes had not been made; providedcontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, however, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All Under the Loan Documents (except as otherwise specified therein), all accounting terms not specifically defined shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in this Agreement accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date; provided, that if Borrower Agent notifies Agent that Borrower Agent requests an amendment to any provision (including any definitions) hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrower Agent that Agent requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAPherewith. If Notwithstanding any accounting changes occur and such changes result in a material change other provision contained herein, in the calculation event of an accounting change (including the financial covenantsimplementation of Topic 842) requiring additional leases to be capitalized, standards or terms used only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute Capital Leases in conformity with GAAP on the Closing Date (e.g. before the implementation of Topic 842) shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document (other than Eligible Hedging Agreements shall be made or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Documentdelivered, as applicable, so in accordance therewith. For the avoidance of doubt, “Capital Lease” shall exclude any lease, concession, license of property or other arrangement (or guarantee thereof) which would be considered an operating lease under GAAP as to equitably reflect such accounting changes with at the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document Closing Date (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to e.g. before the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30Topic 842) days following the date of implementation which subsequently requires capitalization as a result of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard change to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light treatment of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (leases or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwisearrangements under GAAP.

Accounting Terms. All Any accounting terms not specifically defined term used in this Agreement shall be interpreted have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed, unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements. If any accounting changes "Accounting Changes" (as defined below) occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)Agreement, then the ParentBorrowers, the Collateral Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes Accounting Changes with the desired result that the criteria for evaluating the Parent’s Borrowers' financial condition shall be the same after such accounting changes Accounting Changes as if such accounting changes Accounting Changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all of the Lenders. "Accounting Changes" means (a) changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or any successor thereto or any agency with similar functions), or (b) changes in accounting principles concurred in by the Borrowers' certified public accountants. If the Parent Borrowers and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change Accounting Change with respect thereto has been implemented, any reference to GAAP contained in this the Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting changeAccounting Change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changeAccounting Change. If Until the Parent Borrowers and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting changeamendments, 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 continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseAccounting Change.

Accounting Terms. All Any accounting terms not specifically defined term used in this Agreement shall be interpreted have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP. If any accounting changes occur , and such changes result all financial computations hereunder shall be computed unless otherwise specifically provided herein, in a material change accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the calculation preparation of the financial covenantsstatements of Parent most recently received by Agent prior to the date hereof; provided, standards that, in the event of any change in GAAP after the date hereof that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or terms used Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower request that Agent and the Administrative Borrower negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Administrative Borrower shall provide to Agent and Lenders financial statements and other documents required under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments reasonably requested hereunder setting forth a reconciliation between calculations of such provisions shall be sufficient to bind all Lenders. If the Parent ratio or requirement made before and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting changechange in GAAP. If the Parent and the Majority Lenders cannot agree upon the No consent or amendment fee shall be required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard paid to the underlying accounting change. In such case, the Parent shall, any Lender in connection with an amendment contemplated by this Section 1.2. Notwithstanding anything to the delivery contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is unqualified and also does not include any explanation, supplemental comment or other comment concerning the ability of any the applicable person to continue as a going concern or the scope of the audit. When used herein, the term “financial statements under statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculations pursuant to the terms of this Agreement, provide GAAP will be deemed to treat operating leases in a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance manner consistent with the standards and terms current treatment under GAAP as in this Agreement and effect on the other Loan Documents which are denominated in Canadian Dollars figuresClosing Date, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (notwithstanding any modification or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseinterpretive changes thereto that may occur hereafter.

Accounting Terms. All Unless otherwise specified herein, all accounting terms not specifically defined in this Agreement used herein shall be interpreted interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with, GAAP applied on a basis consistent with GAAP. If the most recent audited consolidated financial statements of Crawford delivered to the Lenders prior to the Closing Date (without giving effect to any accounting changes occur and such changes change to GAAP occurring after the Closing Date as a result in a material change of the adoption of any proposals set forth in the calculation of Proposed Accounting Standards Update, Leases (Topic 840), issued by the financial covenantsFASB on August 17, standards or terms used in this Agreement 2010, or any other Loan Document proposals issued by the FASB in connection therewith, in each case if such change would require treating any lease (other or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date, provided that this parenthetical shall not limit Xxxxxxxx’x ability to request an amendment to the Credit Documents to address such changes in GAAP as provided in this Section 1.2, rather than Eligible Hedging Agreements or Other Secured Agreementsrelying on this parenthetical); provided that, for purposes of determining compliance with any covenant (including the computation of any financial covenant), the Indebtedness of Crawford and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, disregarding all effects thereon of Accounting Standards Codifications 825 and 470-20 released by the FASB; provided further that if Crawford notifies the Administrative Agent that it wishes (i) to amend any financial ratio or covenant set forth in any Credit Document or any calculation or determination relating to Capital Leases or operating leases to either reduce or eliminate the effect of any change in GAAP on the operation of such ratio or covenant or with respect to Capital Leases and operating leases (or if the Administrative Agent notifies Crawford that the Required Lenders wish to amend any Credit Document for such purpose as a result of any such change in GAAP) or (ii) to change its system of accounting to IFRS, then the Parent(A) Crawford, the Administrative Agent and the Lenders agree each Lender shall negotiate in good faith such amendments to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Credit Documents shall continue as are necessary to be prepared, delivered and made without regard reduce or eliminate the effect of any such change in GAAP or to effect changes with respect to the underlying accounting change. In such case, the Parent shalladoption of IFRS, in connection with each case to preserve the delivery original intent of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements documents in light of such accounting changes. To change in GAAP or the adoption of IFRS (which amendments, to the extent that they are solely to reduce or eliminate the Parent effect of any change in GAAP (and not as a result of any Default, Event of Default or other request by Crawford) shall deliver not require any Credit Party to pay a fee for the consent of the Administrative Agent or any Lender thereto and the Administrative Agent’s and Lenders’ consent thereto shall not be conditioned on any amendment to pricing, fees, or any other material term in the Credit Documents (it being understood that the Credit Parties shall remain obligated to pay expenses in accordance with Section 11.1 in connection with any such amendment)) and (B) Xxxxxxxx’x compliance with any financial statements hereunder which contain amounts covenant shall be determined on the basis of GAAP as in any currency other than Canadian Dollars effect immediately before the relevant change in respect GAAP or adoption of any periodIFRS became effective, for until either such notice is withdrawn or the purposes of determining compliance with the standards and terms Credit Documents are amended in this Agreement a manner satisfactory to Crawford and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseRequired Lenders.”

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

Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be interpreted prepared in accordance conformity with GAAP, except as otherwise specifically prescribed herein. If For purposes of determining compliance with any accounting changes occur incurrence or expenditure tests set forth in Article VIII and such changes result Article IX, any amounts so incurred or expended (to the extent incurred or expended in a material currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). No change in the calculation of the financial covenants, standards or terms accounting principles used in this Agreement or the preparation of any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then financial statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provisions of Article IX unless the ParentBorrower, the Agent and the Required Lenders agree to enter into negotiations in order to amend modify such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s in GAAP and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent calculations and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed amounts set forth therein before and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to such change in GAAP. Notwithstanding the implementation foregoing, (i) with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting change. If in accordance with FASB ASC 840 on the Parent definitions and covenants herein, GAAP as in effect on the Effective Date shall be applied (ii) with respect to accounting for revenue recognition from contracts with customers and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light impact of such accounting changes. To in accordance with FASB ASC 606 on the extent that definitions and covenants herein, GAAP as in effect on the Parent Effective Date shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, be applied and (iii) for the purposes of determining compliance with any covenant (including the standards computation of any financial covenant) contained herein, Indebtedness of Holdings and terms in this Agreement its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, other Loan Documents which are denominated than, in Canadian Dollars figureseach case, such amounts will as it applies to the delivery of financial statements in accordance with the provisions of Sections 8.01(b) or (c). A breach of any Financial Covenant shall be converted into Canadian Dollars based upon the average deemed to have occurred as of the Bank last day of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable any specified measurement period, unless expressly stated otherwiseregardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms. All accounting terms not specifically defined in this Agreement herein shall be interpreted construed in accordance with GAAPAppliable Accounting Standards. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Borrower” is used in this Agreement respect of a financial covenant or a related definition, it shall be understood to mean the Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (or any similar accounting principle or other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof or (ii) any treatment of Indebtedness with respect to convertible debt instruments under Accounting Standards Codification 470-20 (or any other Loan Document Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (other than Eligible Hedging Agreements b) the term “unqualified opinion” as used herein to refer to opinions or Other Secured Agreements), then reports provided by accountants means an opinion or report that does not include any qualification or supplemental comment concerning the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement ability of the Majority Lenders applicable Person to any required amendments continue as a going concern or concerning the scope of such provisions shall be sufficient to bind all Lendersthe audit. If On the Parent and first reporting period for which the Majority Lenders agree upon the required amendments, then after appropriate amendments Loan parties have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer transitioned from IFRS to GAAP, consistently applied after giving effect then following delivery to Agent of a completed Compliance Certificate attaching the information required to be delivered for such financial reporting period, Agent shall use commercially reasonable efforts to amend (in a manner mutually satisfactory to the implementation Lender and Loan Parties) the thresholds or methods of calculation required (including any definitions or components applicable thereto) such that compliance therewith is neither more nor less burdensome to Loan Parties as a result of such accounting change. If conversion to GAAP and, thereafter, all references in the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents to IFRS shall continue be deemed references to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseGAAP.

Accounting Terms. All GAAP. Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined in this Agreement or financial nature shall be interpreted construed in accordance with GAAP. If , as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any accounting changes occur and provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such changes result in a material provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)application thereof, then such provision shall be interpreted on the Parent, the Agent basis of GAAP as in effect and the Lenders agree to enter into negotiations in order to amend applied immediately before such provisions of this Agreement change shall have become effective until such notice shall have been withdrawn or such Loan Documentprovision amended in accordance herewith.Notwithstanding the foregoing, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s all financial condition covenants contained herein shall be the same after such accounting changes as if such accounting changes had not been made; providedcalculated, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the implementation of such accounting change. If fair value thereof, and if the Parent and Company has elected, or elects in the Majority Lenders cannot agree upon future, to value its financial liabilities at the required amendments within thirty (30) days following the date of implementation of any accounting changefair value, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents it shall continue to be prepared, delivered and made without regard furnish to the underlying accounting changeAdministrative Agent and Lenders at the time that it delivers the quarterly and annual reports pursuant to Section 5.01 (a) and (b) a reconciliation showing the value of its financial liabilities as if the Company had not made such election. In such caseNotwithstanding the foregoing or anything herein to the contrary, the Parent shall, in connection with the delivery for purposes of any financial statements under this Agreement, provide a management prepared reconciliation of calculating the financial covenants set forth herein, including, without limitation those included in Section 6.01 hereof, Bxxxxx Wedgewood Associates, L.P. shall not be deemed to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average a Subsidiary or an Unconsolidated Affiliate of the Bank Company or the Borrower so long as (i) the aggregate amount of Canada noon spot rate all Indebtedness, liabilities and other obligations of Bxxxxx Wedgewood Associates, L.P. that are recourse to the Company, the Borrower or any Subsidiary of the Company or the Borrower do not exceed $500,000 at any one time outstanding and (ii) none of the Company, the Borrower and any Subsidiary of the Company or other rate determined by the Agent if such spot rate is not available) for Borrower owns more than ..01% of the applicable periodEquity Interests of Bxxxxx Wedgewood Associates, unless expressly stated otherwise.L.P. at any time. Table of Contents

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term "financial statements" shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term "Parent" is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit. 1.3.

Accounting Terms. All GAAP. Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined in this Agreement or financial nature shall be interpreted construed in accordance with GAAP. If , as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any accounting changes occur and provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such changes result in a material provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)application thereof, then such provision shall be interpreted on the Parent, the Agent basis of GAAP as in effect and the Lenders agree to enter into negotiations in order to amend applied immediately before such provisions of this Agreement change shall have become effective until such notice shall have been withdrawn or such Loan Documentprovision amended in accordance herewith.Notwithstanding the foregoing, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s all financial condition covenants contained herein shall be the same after such accounting changes as if such accounting changes had not been made; providedcalculated, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the implementation of such accounting change. If fair value thereof, and if the Parent and Company has elected, or elects in the Majority Lenders cannot agree upon future, to value its financial liabilities at the required amendments within thirty (30) days following the date of implementation of any accounting changefair value, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents it shall continue to be prepared, delivered and made without regard furnish to the underlying accounting changeAdministrative Agent and Lenders at the time that it delivers the quarterly and annual reports pursuant to Section 5.01 (a) and (b) a reconciliation showing the value of its financial liabilities as if the Company had not made such election. In such caseNotwithstanding the foregoing or anything herein to the contrary, the Parent shall, in connection with the delivery for purposes of any financial statements under this Agreement, provide a management prepared reconciliation of calculating the financial covenants set forth herein, including, without limitation those included in Section 6.01 hereof, Bxxxxx Wedgewood Associates, L.P. shall not be deemed to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average a Subsidiary or an Unconsolidated Affiliate of the Bank Company or the Borrower so long as (i) the aggregate amount of Canada noon spot rate all Indebtedness, liabilities and other obligations of Bxxxxx Wedgewood Associates, L.P. that are recourse to the Company, the Borrower or any Subsidiary of the Company or the Borrower do not exceed $500,000 at any one time outstanding and (ii) none of the Company, the Borrower and any Subsidiary of the Company or other rate determined by the Agent if such spot rate is not available) for Borrower owns more than .01% of the applicable periodEquity Interests of Bxxxxx Wedgewood Associates, unless expressly stated otherwiseL.P. at any time.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Supermajority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Supermajority Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in accordance with GAAPrespect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. If Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changes occur principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and such changes result in a material change in (b) the calculation term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenantsapplicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP after the Closing Date, standards any lease of the Borrower or terms used its Restricted Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired a result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient changes in GAAP unless otherwise agreed to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined writing by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseBorrower and Supermajority Lenders.

Accounting Terms. All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other financial data (including financial ratios and other financial calculations) required to be delivered by Borrower Representative to Lenders pursuant to this Agreement shall be interpreted prepared in accordance with GAAPGAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.01(e), if applicable). If at any accounting changes occur and such changes result in a material time any change in GAAP would affect the calculation computation of any financial ratio set forth in any Credit Document, and the financial covenantsBorrower Representative or the Requisite Lenders shall so request, standards Administrative Agent and the Borrower Representative shall negotiate in good faith to amend such ratio or terms used requirement to preserve the original intent thereof in this Agreement light of such change in GAAP (subject to approval by the Requisite Lenders and the Borrower Representative); provided that, until so amended, such ratio or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein, then and the Parent, the Borrower Representative shall provide to Administrative Agent and the Lenders agree within five (5) days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Senior Officer of the Borrower Representative setting forth in reasonable detail the differences (including any differences that would affect any calculations relating to enter into negotiations the financial covenant as set forth in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result Section 6.08) that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as would have resulted if such accounting changes financial statements had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after prepared without giving effect to the implementation of such accounting change. If the Parent Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and the Majority Lenders cannot agree upon the required amendments within thirty all computations of amounts and ratios referred to herein shall be made, without giving effect to (30i) days following the date any election under Statement of implementation of Financial Accounting Standards 159 (or any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation liabilities of the financial covenants to such financial statements in light Borrowers or any of such accounting changes. To the extent that the Parent shall deliver their respective Subsidiaries at “fair value,” as defined therein or (ii) any financial statements hereunder which contain amounts in any currency other than Canadian Dollars treatment of Indebtedness in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate convertible debt instruments under ASC 470-20 (or any other rate determined by financial accounting standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Agent if such spot rate is not available) for the applicable period, unless expressly full stated otherwiseprincipal amount thereof.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that (a) subject to each of clause (b) of this sentence and the last sentence of this Section 1.2, if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred, and (b) notwithstanding the foregoing or any other provision of the Loan Documents, Administrative Borrower may cause the definition of Capital Lease to be defined as provided in clause (b) of the definition of Capital Lease for so long as a Lease Accounting Change Effective Date occurs and is continuing by notifying Agent in writing of Borrowers’ election to invoke such clause (b) as of the Borrower Election Date specified in such notice (such notice, a “Borrower Election Notice”). When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, unless the context clearly requires otherwise. If Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting changes occur principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and such changes result in a material change in (b) the calculation term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the financial covenantsapplicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding anything to the contrary in this Section 1.2 or any other provision in any Loan Document, standards but subject to clause (b) of the first sentence of this Section 1.2 (which clause (b) shall control over this sentence), if a Lease Accounting Change Effective Date occurs and is continuing, only those leases that would have constituted Capital Leases on the Closing Date (assuming for purposes hereof that all leases were in existence on the Closing Date regardless of whether any such leases were actually in existence on the Closing Date or terms entered into thereafter) shall be considered Capital Leases as defined in clause (a) of the definition thereof, and all calculations (including the Fixed Charge Coverage Ratio and all definitions used in therein) and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (other than Eligible Hedging Agreements or Other Secured Agreements)provided that, then until the ParentBorrower Election Date, all financial statements delivered to Agent in accordance with the Agent and the Lenders agree to enter into negotiations in order to amend such provisions terms of this Agreement or such Loan Document, as applicable, so as after the Lease Accounting Change Effective Date shall contain a schedule showing the adjustments necessary to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to reconcile such financial statements with GAAP as in light of such accounting changes. To effect immediately prior to the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseLease Accounting Change Effective Date).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Parent notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted calculated as if no such Accounting Change had occurred; provided further that the parties hereto agree that the adoption of ASC 606 by the Borrowers and their Subsidiaries prior to the date hereof shall not constitute an Accounting Change. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in accordance with GAAPrespect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. If For purposes of calculating the Borrowing Base, such calculation of Inventory shall be on a “first-in, first-out” basis. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting changes occur and principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (other than a “going concern” or like qualification or exception resulting solely from (i) maturity of any Indebtedness (including the Revolver Commitments) occurring within one (1) year from the time such changes result in a material change in opinion is delivered, and/or (ii) the calculation projected or potential breach of any of the financial covenants, standards or terms used covenants set forth in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreementsagreement governing any Indebtedness during the one-year period following the date such opinion is delivered), then and (c) notwithstanding the Parentforegoing or anything else to the contrary in this Agreement, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement all leases of the Majority Lenders Borrowers and their respective Subsidiaries that were treated as “operating leases” prior to any required amendments the adoption of ASC 842 shall continue to be accounted for as such provisions shall be sufficient to bind for all Lenderspurposes under the Loan Documents. If For purposes of determining satisfaction of the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained Payment Conditions set forth in this Agreement or the financial covenant set forth in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent Section 7 of such accounting change, refer to GAAP, consistently applied after giving effect to the implementation of such accounting change. If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide such determination shall be calculated on a management prepared reconciliation pro forma basis (including pro forma adjustments arising out of events which are directly attributable to any Permitted Acquisition, Permitted Disposition or Permitted Investment that are factually supportable, and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the financial covenants SEC or in such other manner acceptable to such financial statements in light of such accounting changes. To the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseAgent).

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Administrative Borrower notifies Lender that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Lender notifies Administrative Borrower that Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Lender and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of Lender and Borrowers after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term "financial statements" shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term "Borrowers" is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean the same after such accounting changes as if such accounting changes had not been made; providedLoan Parties and their Subsidiaries on a consolidated basis, howeverunless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

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

Accounting Terms. All Except as otherwise provided herein, all accounting terms not specifically otherwise defined in this Agreement herein shall have the meanings assigned to Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be interpreted in accordance with GAAP. If any accounting changes occur and deemed to have purchased from each seller of a participation simultaneously upon the receipt by such changes result in a material change seller of its portion of such payment) in the calculation Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the financial covenantsBorrower or otherwise, standards or terms used in this Agreement or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements), then the Parent, the Agent those purchases shall be rescinded and the Lenders agree to enter into negotiations in order to amend purchase prices paid for such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition participations shall be the same after returned to such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Majority Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Parent and the Majority Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only purchasing Lender ratably to the extent of such accounting changerecovery, refer but without interest; provided, further, that the provisions of this Section 2.13 shall not be construed to GAAP, consistently applied after giving effect apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in any payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit to any assignee or participant in any drawing under a Letter of Credit. The Borrower consents to the implementation foregoing arrangement and agrees that any holder of such accounting change. If a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Parent and Borrower to that holder with respect thereto as fully as if that holder were owed the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation amount of the financial covenants to such financial statements in light of such accounting changes. To the extent participation held by that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseholder.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower notifies Administrative Agent and the BXC Representative that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Administrative Agent or the BXC Representative notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then the BXC Representative and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Parent” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the same after such accounting changes as if such accounting changes had not been made; providedcontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, however, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting changeprinciple) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit (in each case, other than with respect to, or resulting from, an upcoming maturity date under any Indebtedness or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period). If the Parent and the Majority Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation Notwithstanding any other provision contained herein, any obligation of any accounting changePerson that would have been treated as an operating lease for purposes of GAAP as of December 14, then all calculations of financial covenants and other standards and terms 2018 (whether or not such obligation was in this Agreement and the other Loan Documents effect on such date) shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation accounted for as an operating lease for purposes of the financial covenants to Loan Documents, notwithstanding any actual or proposed change in GAAP (whether on a prospective or retroactive basis) after such financial statements in light of such accounting changes. To the extent that the Parent date and shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will not be converted into Canadian Dollars based upon the average of the Bank of Canada noon spot rate (treated as Indebtedness or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwise.a Capitalized Lease

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

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given EAST\162241995.1 before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Parent” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the same after such accounting changes as if such accounting changes had not been made; providedcontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, however, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Statement of such Financial Accounting Standards No. 159 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Parent notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders and the Borrowers, the provisions in this Agreement shall be interpreted in accordance with GAAPcalculated as if no such Accounting Change had occurred. If any accounting changes occur When used herein, the term “financial statements” shall include the notes and such changes result in a material change in schedules thereto. Whenever the calculation of the financial covenants, standards or terms term “Parent” is used in this Agreement respect of a financial covenant or any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements)a related definition, then the Parent, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Loan Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Parent’s financial condition it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the same after such accounting changes as if such accounting changes had not been made; providedcontext clearly requires otherwise. Notwithstanding anything to the contrary contained herein, however, that the agreement of the Majority Lenders to any required amendments of such provisions (a) all financial statements delivered hereunder shall be sufficient to bind prepared, and all Lenders. If the Parent and the Majority Lenders agree upon the required amendmentsfinancial covenants contained herein shall be calculated, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document (other than Eligible Hedging Agreements or Other Secured Agreements) shall, only to the extent of such accounting change, refer to GAAP, consistently applied after without giving effect to any election under the implementation Financial Accounting Standards Board Codification Topic 820, Fair Value Measurement, formerly known as Statement of such Financial Accounting Standards No. 159 (or any similar accounting change. If principle) permitting a Person to value its financial liabilities or Indebtedness at the Parent fair value thereof, and (b) the Majority Lenders canterm “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not agree upon include any explanation, supplemental comment, or other comment concerning the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change. In such case, the Parent shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation ability of the financial covenants applicable Person to such financial statements in light of such accounting changes. To continue as a going concern or concerning the extent that the Parent shall deliver any financial statements hereunder which contain amounts in any currency other than Canadian Dollars in respect of any period, for the purposes of determining compliance with the standards and terms in this Agreement and the other Loan Documents which are denominated in Canadian Dollars figures, such amounts will be converted into Canadian Dollars based upon the average scope of the Bank of Canada noon spot rate (or other rate determined by the Agent if such spot rate is not available) for the applicable period, unless expressly stated otherwiseaudit.