Common use of Accounting Terms and Determinations Clause in Contracts

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 8.01 hereof unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either the Borrower Company will not, without the prior consent of the Majority Lenders, change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2021 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2021 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein September 30 and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations December 31 of such ratio or requirement made before and after giving effect to such Accounting Changeeach year, respectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest basis. All financial statements furnished delivered to the Administrative Agent (which, prior Lenders hereunder shall be accompanied by a statement from Holdings that GAAP has not changed since the most recent financial statements delivered by Holdings to the delivery of Lenders or if GAAP has changed describing such changes in detail and explaining how such changes affect the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)statements. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest most recent annual or quarterly financial statements furnished to the Administrative Agent and the Banks delivered pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements under pursuant to Section 9.1(a)6.01, used in consistent with the preparation of the audited financial statements as at March 31, 2019 as referred to described in Section 8.45.05(a)); provided, unlesshowever, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, if (i) the Borrower Holdings shall have objected 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 (ii) either the Administrative Agent or the Required Banks Lenders shall so object in writing 30 within 60 days after delivery of such financial statements and variation description(or after the Lenders have been informed of the change in GAAP affecting such financial statements, in either of which events if later), then such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first most recent financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver by Holdings to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements Lenders as to which no such objection has shall have been made in accordance with made. Any financial ratios required to be maintained by any Group Company pursuant to this Agreement shall be calculated by dividing the last sentence appropriate component by the other component, carrying the result to one place more than the number of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend places by which such ratio is expressed herein and rounding the result up or requirement to preserve the original intent thereof in light of such Accounting Change (subject down to the approval of the Required Banksnearest number (with a rounding-up if there is no nearest number); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made in accordance with or by application of United States generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest most recent financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) hereunder (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection 7.02 hereof) unless (b) below, (ix) the Borrower Company shall have objected to determining such compliance on such basis notify the Banks of its objection thereto at the time of delivery of such any financial statements pursuant to Section 8.01 hereof or (iiy) the Required Majority Banks shall so object in writing notify the Company (through the Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, generally accepted accounting principles or statutory accounting practices, as the case may be, on a basis consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (whichor, if objection is made in respect prior to the delivery of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1997 referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection paragraph (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timeThe Company will not, and (ii) if at will not permit any time any of its Subsidiaries to, change in generally accepted accounting principles the last day of its fiscal year from December 31 of each year, or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi), 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8, and either the Borrower Company shall not change the last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2016 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2016 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), 7.02 hereof) unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, Credit Agreement ---------------- in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited unaudited financial statements as referred to in Section 8.47.02(i) hereof). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection paragraph (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 8 hereof, the Borrower may notify will not change the Administrative Agent that it has elected to use IFRS in lieu last day of generally accepted accounting principles and upon any such noticeits fiscal year from December 31, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(i) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), 7.02(i) hereof) unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, : (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02(i) hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Agents at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, respectively. (id) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required Whenever making determinations under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of the amount of income taxes payable during any period by the Company and its Subsidiaries, the amount of such ratio or requirement made before and after giving effect taxes shall be deemed to include the Tax Payment Amount for such Accounting Changeperiod.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted Agreement Accounting Principals or with statutory accounting principles practices applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)SECTION 4.1 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 2000 referred to in Section 8.4SECTION 3.2 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted Agreement Accounting Principles or with statutory accounting principles practices applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) SECTION 4.1 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)SECTION 4.1 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 2000 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (bSECTION 3.2 hereof) below, unless (i) the Borrower State Auto Mutual shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders (through the Agent) shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)SECTION 4.1 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.4SECTION 3.2 hereof). (b) The Borrower State Auto Mutual shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 SECTION 4.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles principles, or statutory accounting practices, employed in the preparation of such statements statement and the application of accounting principles principles, or statutory accounting practices, employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentARTICLE IV hereof, and either State Auto Mutual will not change the Borrower last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2010 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2010 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (c) (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, the Company will not, and either will not permit any of its Subsidiaries to, change the Borrower last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2013 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2013 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) a. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2016 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2016 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount. (b) b. The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 6.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. c. Notwithstanding anything to the contrary herein, the Company and the Lenders agree that, if after the Closing Date, changes to GAAP become effective so as to require the reduction of the carrying amount of goodwill upon impairment (including, without limitation, as a result of the establishment of a benchmark), disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the covenants set forth in Section 7.09, each such reduction shall be treated as an extraordinary non-cash item and shall be disregarded. d. The Company will not change the last day of its Fiscal Year from December 31 of each year, or the last days of the first three Fiscal Quarters in each of its Fiscal Years from March 31, June 30 and September 30 of each year, respectively. e. 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) If any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (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 Company or any Subsidiary at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposesfair value” as defined therein, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof or (iii) any time any change changes to the current GAAP accounting model for leases of the type described in generally accepted the FASB and IASB joint exposure draft published on May 16, 2013 entitled “Leases (Topic 842)” or otherwise arising out of the FASB project on lease accounting principles or described in such exposure draft. f. The Senior Secured Leverage Ratio and the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement Total Leverage Ratio shall be calculated on a Pro Forma Basis as set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changedefinitions.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at February 22, 1997 referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, the fiscal year of the Company shall end on the last Saturday in February of each year, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters shall fall on the last Saturday in each of May, until so amendedAugust and November of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 9.01 hereof unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not, without the prior consent of the Majority Lenders, change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest audited consolidated financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements Parent as at March of December 31, 2019 as referred to in Section 8.4)2008. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited unaudited consolidated financial statements as at of the Parent for the three months ended March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b2009) below, unless (i) the Borrower shall have objected objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Administrative Agent or (ii) the Required Majority Banks shall so object to the Borrower (through the Administrative Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The At the request of the Majority Banks, through the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the The Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timenot, and (ii) if at shall not permit any time any change in generally accepted accounting principles or Restricted Subsidiary to, without the adoption prior written consent of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, change the Banks and last day of its fiscal year from December 31 of each year, or the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those that used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of Credit Agreement generally accepted accounting principles applied on a basis consistent with those that used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements delivered under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4)above, and reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 9 hereof, the Borrower may notify will not change the Administrative Agent that it has elected to use IFRS in lieu last day of generally accepted accounting principles and upon any such noticeits fiscal year from December 31 of each year, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively. (d) Except as expressly provided that, until so amendedherein, (i) all calculations made with respect to any period during which an Acquisition is consummated shall be calculated on a pro forma basis as if such ratio Acquisition had been consummated on the first day of such period and as if any Indebtedness incurred or requirement shall continue to be computed assumed in connection with such Acquisition were outstanding throughout such period, using such reasonable estimates and pro forma adjustments effected in accordance with generally accepted accounting principles prior to such Accounting Change therein as the Borrower shall propose and the Agent or Majority Lenders shall approve and (ii) all calculations made with respect to any period during which a Disposition is consummated shall be calculated on a pro forma basis as if any such Disposition had been consummated on the first day of such Credit Agreement period and as if any prepayments and reductions of Commitments actually made in connection therewith had occurred on the first day of such period using such reasonable estimates and pro forma adjustments effected in accordance with generally accepted accounting principles as the Borrower shall provide propose and the Agent shall approve; except that if the Borrower proposes any such adjustments referred to in the foregoing clause (i) resulting from pro forma expense savings with respect to EBITDA or Broadcast Cash Flow as a result of an Acquisition (x) if the Agent or Majority Lenders do not object to such proposal within 30 days after their receipt thereof, such proposal shall be deemed accepted and (y) if the Agent or the Majority Lenders do object to such proposal within 30 days after their receipt thereof, EBITDA or Broadcast Cash Flow, as the case may be, for the relevant period shall be deemed for purposes hereof to be equal to the Administrative Agent sum of EBITDA or Broadcast Cash Flow, as the case may be, for the Borrower and its Subsidiaries for such period plus the Banks corresponding accounting items for the Person or assets that are the subject of such Acquisition. Notwithstanding the foregoing if, prior to giving effect to any proposed pro forma adjustments arising from pro forma expense savings, a Default would occur as a result of an Acquisition, such adjustment shall require approval of the Majority Lenders prior to the consummation of such Acquisition. (e) Except as otherwise expressly provided herein, all financial statements and certificates and reports as to financial matters required to be delivered to the Agent or the Lenders hereunder shall be prepared, and all calculations made for purposes of determining compliance with the terms hereof shall be made, as if the Unrestricted Companies were carried as equity investments by the Borrower or the relevant Subsidiary of the Borrower; provided that (i) earnings and other documents required under this Agreement increases in the value of Unrestricted Companies shall not increase earnings of the Borrower and its Subsidiaries whether or as reasonably requested hereunder setting forth a reconciliation between calculations not received by the Borrower or one of its Subsidiaries and (ii) losses and other decreases in the value of Unrestricted Companies shall not decrease earnings of the Borrower and its Subsidiaries; provided further that any amounts received by the Borrower or any of its Subsidiaries from the Designated Companies during any period shall be deemed to reduce Interest Expense for such ratio or requirement made before and after giving effect to such Accounting Changeperiod.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (and, unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below, all financial statements and certificates and reports as to financial matters required to be prepared delivered to the Banks hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder after the Restatement Date (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vii) and 8.11 hereof shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02(a) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02(a) hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either the Borrower Company shall not change the last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 5.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time Notwithstanding anything to the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposescontrary herein, the Borrower may notify and the Administrative Agent that it has elected Lenders agree that, if after the date hereof, changes to use IFRS in lieu GAAP become effective so as to require the reduction of generally accepted accounting principles and the carrying amount of goodwill upon any such noticeimpairment (including, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS without limitation, as in effect from time to timea result of the establishment of a benchmark), and (ii) if at any time any change in generally accepted accounting principles disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 6.05, each such reduction shall be treated as an extraordinary non-cash item and either shall be disregarded. (d) The Borrower will not change the Borrower last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) 1.2.1. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Bank hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Bank in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.2.2 hereof) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to Bank hereunder after the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)date hereof. All calculations made for the purposes of determining compliance with the provisions of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Bank under Section 9.1(a) 6.1 hereof (or, at any time prior to the delivery of the first initial financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis thereunder consistent with those used in effect on the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4date hereof). (b) The 1.2.2. Borrower shall deliver to the Administrative Agent and the Banks Bank at the same time as the delivery of any annual or quarterly financial statements under Section 9.1 6.1 hereof a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately next preceding annual or monthly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for of the difference between such statements arising as a consequence thereof. (i) If 1.2.3. Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the financial statements furnished to Bank under Section 6.1 hereof or, at any time prior to the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu delivery of the initial financial statements thereunder, generally accepted accounting principles for reporting purposesin effect on the date hereof are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by Borrower with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof or otherwise, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of Borrower may notify shall be the Administrative Agent same after such change as if such change had not been made, provided that it has elected to use IFRS no change in lieu of generally accepted such accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) which would affect the computation method of calculation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided thatfinancial covenants, standards or terms shall be given effect in such calculations until so such provisions are amended, (i) in a manner satisfactory to Bank and Borrower, to so reflect such ratio or requirement shall continue to be computed change in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changeprinciples.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lender hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lender in writing at the time of delivery thereof in the manner described in subsection (b) below)) , be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)GAAP. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those that used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lender pursuant to Section 9.1(a) (or8.01 hereof, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Canadian Forest shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower Canadian Forest shall deliver to the Administrative Agent and the Banks Lender at the same time as the delivery of any annual or quarterly financial statements under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either no Borrower will change the Borrower last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.03(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 2013, referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2013, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).financial (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any of its annual or quarterly financial statements under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection Section 1.03(a) hereof and (aii) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for of the difference between such statements arising as a consequence thereof. 1. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with (in the case of the Company and its Subsidiaries on a consolidated basis) generally accepted accounting principles or (in the case of the Insurance Companies) statutory accounting practices, as the case may be, applied on a basis consistent with those that used in the preparation of the latest corresponding financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of for the first financial statements under furnished pursuant to Section 9.1(a)8.01, shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02). All If any changes in accounting principles from those in effect on the Agreement Date are adopted which result in a change in the method of calculation of any of the financial covenants, standards or terms in this Agreement, the parties agree to enter into negotiations to determine whether such provisions require amendment and, if so, the terms of such amendment so as to equitably reflect such changes. Until a resolution thereof is reached, all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application the terms of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).this (b) The Borrower To the extent not otherwise provided in the annual or quarterly financial statements delivered pursuant to Section 8.01 or in the notes attached thereto, the Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4)above, and reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8, and either the Borrower Company will not change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.02(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles in the United States applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of U.S. generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), 8.02 hereof) unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection Section 1.02(a) hereof and (aii) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for of the difference between CREDIT AGREEMENT such statements arising as a consequence thereof. (ic) If at Except as expressly provided herein, all calculations made pursuant to this Agreement with respect to any time period prior to the Securities consummation of the Visual Action Acquisition (or with respect to any period in which an Acquisition is consummated) shall be calculated on a pro forma basis as if the Visual Action Acquisition (or such Acquisition) had been consummated on the first day of such period and Exchange Commission permits as if any Indebtedness incurred or requires United States reporting companies to use International Financial Reporting Standards assumed in connection with the Visual Action Acquisition (“IFRS”or such Acquisition) were outstanding throughout such period, using the estimates and pro forma adjustments set forth in lieu the pro forma financial statements described in clause (v) of Section 8.02 hereof (or, in the case of an Acquisition, such reasonable estimates and pro forma adjustments effected in accordance with U.S. generally accepted accounting principles for reporting purposesas the Borrower shall propose and the Administrative Agent shall approve). (d) To enable the ready and consistent determination of compliance with the covenants set forth in Section 9 hereof, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any will not change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio the last day of its fiscal year from December 31 of each year, or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to last days of the Administrative Agent first three fiscal quarters in each of its fiscal years from March 31, June 30 and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations September 30 of such ratio or requirement made before and after giving effect to such Accounting Changeeach year, respectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP or SAP, as applicable, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to Lenders hereunder after the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)date hereof. All calculations made for the purposes of determining compliance with this Agreement the terms of any provisions hereof shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, Lenders hereunder unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)7.1 hereof, shall mean the audited financial statements as referred to in Section 8.46.1(l) hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 7.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case ii) reasonable estimates of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference differences between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposescompliance with the provisions of Section 8 hereof, the Borrower may notify Company will not without the Administrative Agent that it has elected prior written consent of the Majority Lenders permit any of its Subsidiaries existing on the date hereof to use IFRS in lieu change the last day of generally accepted accounting principles and upon any such noticeits fiscal year from December 31 of each year, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March 31, 2019 as 2009 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March 31, 2019 as 2009 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 5.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time Notwithstanding anything to the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposescontrary herein, the Borrower may notify and the Administrative Agent that it has elected Lenders agree that, if after the date hereof, changes to use IFRS in lieu GAAP become effective so as to require the reduction of generally accepted accounting principles and the carrying amount of goodwill upon any such noticeimpairment (including, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS without limitation, as in effect from time to timea result of the establishment of a benchmark), and (ii) if at any time any change in generally accepted accounting principles disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 6.05, each such reduction shall be treated as an extraordinary non-cash item and either shall be disregarded. (d) The Borrower will not change the Borrower last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest corresponding financial statements furnished to the Administrative Agent Banks hereunder after the Restatement Date (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a) hereof). All calculations made for the purposes of determining compliance with the provisions of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest corresponding annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02(a) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, Credit Agreement ---------------- shall mean the audited financial statements as referred to in Section 8.47.02(a) hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection paragraph (a) above (which, in the case of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements referred to in Section 8.4), 7.02(a) hereof) and (ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (c) If, under the last sentence of paragraph (a) above, the Company or the Majority Banks shall object to determining compliance with the covenants contained herein based upon the latest financial statements delivered under Section 8.01 hereof, and if the Company and the Banks (or the Majority Banks, as the case may be) shall enter into an amendment or other modification of the covenants and other terms and conditions of this Agreement which, in their sole respective discretion, makes adequate adjustments for any material variation of the type described in clause (i) If at any time of Section 1.02(b) hereof, then neither the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, Company nor the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles Banks shall thereafter be construed have any right to mean IFRS as in effect from time object to time, determining compliance with the covenants contained herein based upon said financial statements. (d) To enable the ready and (ii) if at any time any change in generally accepted accounting principles or consistent determination of compliance with the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)4.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1995 referred to in Section 8.43.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 4.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)4.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b3.02 hereof) below, unless (i) the Borrower State Auto Mutual shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)4.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.43.02 hereof). (b) The Borrower State Auto Mutual shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 4.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles principles, or statutory accounting practices, employed in the preparation of such statements statement and the application of accounting principles principles, or statutory accounting practices, employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 4 hereof, and either State Auto Mutual will not change the Borrower last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2013 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2013 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lender hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lender in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lender hereunder after the date hereof (whichsubject, prior to in the delivery case of the first quarterly financial statements under Section 9.1(a)furnished hereunder, shall mean to normal year-end audit adjustments and the audited financial statements as at March 31, 2019 as referred to in Section 8.4absence of footnotes). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lender pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 8.01 unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lender shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lender at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4)above, and reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 8, the Borrower may notify will not change the Administrative Agent last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30, respectively. (d) The Borrower and the Lender hereby agree that it has elected to use IFRS in lieu for purposes of generally accepted accounting principles and upon any such noticecalculating "Cash Flow", references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time"Debt Service", "Debt Service Ratio", "Property Expenses", and "Property NOI", as each such term is defined in Section 1.01 (iiherein called the "Specific Defined Terms") if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Documentall rents, revenue and either other amounts received by the Borrower or the Required Banks with respect to any Collateral Property which has suffered and continues to suffer a Material Adverse Effect shall so requestbe excluded from all calculations made under this Agreement in connection with, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to or pursuant to, such Accounting Change therein Specific Defined Terms and (ii) shall be excluded for purposes of determining compliance by the Borrower with the Debt Service Ratio and all other terms of this Agreement until such time as the Lender shall provide have sent to the Administrative Agent and Borrower a notice in writing to the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changecontrary.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in that affects the case calculation of the first financial statements delivered under Section 9.1(a)Company's Double Leverage Ratio, shall mean the audited financial statements referred to in Section 8.4)Consolidated Equity, Consolidated Assets, Tangible Net Worth or Non-Performing Assets and (ii) reasonable estimates for of the difference differences in such calculations between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, the Company will not, and either will not permit any of its Subsidiaries to, change the Borrower last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and or the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and or the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent or the Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and or the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1995 referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and (for distribution to the Banks Lenders) at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time The Company will not change the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu last day of generally accepted accounting principles for reporting purposesits fiscal year from December 31 of each year, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1997 referred to in Section 8.48.02(a)(ii) hereof except for immaterial variations thereto). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a)(ii) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited consolidated CREDIT AGREEMENT financial statements of the Guarantor as at December 31, 1997 referred to in Section 8.48.02(a)(ii) hereof). Notwithstanding the foregoing, all financial statements delivered to the Lenders hereunder shall be prepared utilizing the last-in-first-out basis of inventory valuation but all calculations made for the purpose of determining compliance with this Agreement shall be prepared utilizing the first-in-first-out basis of inventory valuation. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 2005 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2005 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). 8.01(a) or (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a)hereof, shall mean the audited financial statements referred to in Section 8.47.02 hereof), and reasonable estimates for . Notwithstanding the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposesforegoing, the Borrower may notify accounting term “Tier 1 Capital” defined in Section 1.01 hereof shall be interpreted by reference to the Administrative Agent that it has elected statutes or regulations referred to use IFRS in lieu of generally accepted accounting principles said definitions, as such statutes or regulations are amended, modified, supplemented or replaced and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)GAAP. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 8.01 hereof unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower Company shall cause Canadian Forest to deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof.a (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in Section 8 hereof, the Company will not permit any Credit DocumentBorrower to change the last day of its fiscal year from December 31, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles in the US in the case of the Original Obligors and, in the case of any other Obligor, in the country of incorporation of such Obligor, in each case applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)Clause 0 or 0 of Clause 0 (Financial Statements) hereof, shall mean the audited and unaudited financial statements as at March December 31, 2019 as 1999 referred to in Section 8.4Clause 0 (Financial Condition) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the US (or, if in relation to an Obligor incorporated in a jurisdiction other than the US, generally accepted accounting principals in the jurisdiction of incorporation of such Obligor) applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a0 (Financial Statements) hereof (or, prior to the delivery of the first financial statements under Section 9.1(aClause 0 or 0 of Clause 0 (Financial Statements), used in the preparation of the audited and unaudited financial statements as at March December 31, 2019 as 1999 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection Clause 0 (bFinancial Condition) below, hereof) unless (i) the Borrower any Obligor shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks an Instructing Group shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). Clause 0 or 0 of Clause 0 (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(aFinancial Statements), shall mean the audited financial statements referred to in Section 8.4Clause 0 (Financial Condition), and reasonable estimates for ). Notwithstanding the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposesforegoing, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.terms "

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2021 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2021 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (ba) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 1998 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 1998 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a).). Credit Agreement ---------------- (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 5.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time The Borrower will not change the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu last day of generally accepted accounting principles for reporting purposesits fiscal year from December 31 of each year, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected Company objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Banks or (ii) the Required Majority Banks shall so object to the Company (through the Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower At the reasonable request of the Majority Banks the Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time None of the Securities Company and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu its Subsidiaries will change the last day of generally accepted accounting principles for reporting purposestheir respective fiscal years from December 31 of each year, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided hereinin this Agreement, all accounting terms used herein in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks under this Agreement shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks under this Agreement (which, prior to the delivery of the first financial statements under Section 9.1(a)9.1, shall mean the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.48.5). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided hereinin this Agreement) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.1 (or, prior to the delivery of the first financial statements under Section 9.1(a)9.1, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.5) below, unless (i) the Borrower Apria shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.1, shall mean the audited financial statements as referred to in Section 8.48.5); provided that if such resolution results in burdensome duplication in Apria's preparation of the financial reports necessary to make such calculations, Apria and the Administrative and Collateral Agent, with the consent of the Required Banks, shall use reasonable efforts to reach a 20 27 method for determining such compliance that would eliminate or reduce such burdensome duplication. (b) The Borrower Apria shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereofof any such difference. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSections 9 and 10, and either Apria will not change the Borrower last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided hereinin this Agreement, all accounting terms used herein in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders under this Agreement shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used Accounting Principles, as in effect from time to time, including applicable statements, bulletins and interpretations issued by the preparation of International Accounting Standards Board or the latest financial statements furnished to the Administrative Agent (whichInternational Accounting Standards Board, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All and all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided hereinin this Agreement) be made by application of generally accepted accounting principles applied on a basis consistent Accounting Principles; provided, however, that if any financial statements shall be prepared in accordance with those the Accounting Principles that are not the same as the Accounting Principles used in for the preparation of the latest financial statements furnished for the preceding applicable period (to the extent such change has a material effect) or if any calculations shall be made for the purposes of determining compliance with this Agreement on a basis that is not the same in any material respect as was used for purposes of determining compliance for the preceding applicable period, then, upon request by the Administrative Agent Agent, the financial statements for the comparable prior period shall be restated and the Banks pursuant calculations re-made as specified above to Section 9.1(a) (orenable a comparison to be made with such prior period; provided, prior to further, that the delivery restatement and remaking of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection solely for comparison purposes and shall not have been made (which, if objection is made result in respect any finding of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)non-compliance hereunder. (b) The Borrower shall deliver to To enable the Administrative Agent and the Banks at the same time as the delivery consistent determination of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance compliance with the terms of this Agreement, the Borrower will not change the last sentence day of subsection (a) above (whichits Fiscal Year from December 31 of each year, in or the case last days of the first financial statements delivered under Section 9.1(a)three fiscal quarters in each of its Fiscal Years from March 31, shall mean June 30 and September 30 of each year, respectively, without the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu prior written consent of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 8.01 hereof unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection subSection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either the Borrower Company will not, without the prior consent of the Majority Lenders, change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Effective Date) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2011 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the Effective Date) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2011 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with will not change the last sentence day of subsection (a) above (whichits fiscal year from December 31 of each year, in or the case last days of the first financial statements delivered under Section 9.1(a)three fiscal quarters in each of its fiscal years from March 31, shall mean the audited financial statements referred to in Section 8.4)June 30 and September 30 of each year, and reasonable estimates for the difference between such statements arising as a consequence thereofrespectively. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Bank in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to Bank hereunder after the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)date hereof. All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 9.01 hereof unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4)above, and reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not change the last day of its fiscal year from the Saturday in each year falling closest to January 31 of such year (the "Fiscal Date"), or the Required Banks shall so requestlast day of the first three fiscal quarters in each of its fiscal years from the thirteenth Saturday of the year following the Fiscal Date, the Administrative Agent, twenty-sixth Saturday of the Banks year following the Fiscal Date and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval thirty-ninth Saturday of the Required Banks); provided thatyear following the Fiscal Date, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection subSection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2012 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2012 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection subSection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection subSection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 2002 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2002 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the any Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof). Notwithstanding the foregoing, the accounting terms “Risk-Adjusted Assets”, “Tier 1 Capital”, “Total Assets” and “Total Capital” defined in Section 1.01 hereof shall be interpreted by reference to the statutes or regulations referred to in said definitions, as such statutes or regulations are amended, modified, supplemented or replaced and in effect from time to time. (b) The Borrower COFC shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles in the United States of America employed in the preparation of such statements statement and the application of accounting principles in the United States of America employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, ii) reasonable estimates of the difference between such statements arising as a consequence thereof. COBE shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles in England employed in the case preparation of such statement and the application of accounting principles in England employed in the preparation of the first next preceding annual or quarterly financial statements delivered under Section 9.1(a), shall mean as to which no objection has been made in accordance with the audited financial statements referred to in Section 8.4), last sentence of subsection (a) above and (ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either no Borrower will change the Borrower last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02(a)(i) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02(a)(i) hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles principles, or statutory accounting practices, employed in the preparation of such statements statement and the application of accounting principles principles, or statutory accounting practices, employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a) ). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi) , 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02(a) below, ) unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 , shall mean the audited financial statements as referred to in Section 8.47.02(a) ). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 8 , the Borrower may notify shall not change the Administrative Agent that it has elected to use IFRS in lieu last day of generally accepted accounting principles and upon any such noticeits fiscal year from December 31, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement Sections 9.10 through 9.13 hereof shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1999 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a)(ii) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Guarantor as at December 31, 1999 referred to in Section 8.48.02(a)(ii) hereof). Notwithstanding the foregoing, all financial statements delivered to the Lenders hereunder shall be prepared utilizing the last-in-first-out basis of inventory valuation but all calculations made for the purpose of determining compliance with this Agreement shall be prepared utilizing the first-in-first-out basis of inventory valuation. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.02(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles in the United States applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of U.S. generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), 8.02 hereof) unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been Credit Agreement made in accordance with the last sentence of subsection Section 1.02(a) hereof and (aii) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 9 hereof, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any will not change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio the last day of its fiscal year from December 31 of each year, or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to last days of the Administrative Agent first three fiscal quarters in each of its fiscal years from March 31, June 30 and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations September 30 of such ratio or requirement made before and after giving effect to such Accounting Changeeach year, respectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all financial statements required to be delivered to the Administrative Agent or the Lenders hereunder shall be prepared in accordance with generally accepted accounting principles in Chile, as in effect from time to time, subject to Section 1.02(b) below. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and or the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and or the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles in Chile applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in Chile applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, Lenders hereunder unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and or the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at Notwithstanding any time contrary provision of GAAP, for purposes of converting amounts in Pesos into amounts in Dollars in connection with (x) the Securities and Exchange Commission permits or requires United States reporting companies determination of EBITDA for purposes of Section 9.11 hereof (Total Debt to use International Financial Reporting Standards (“IFRS”EBITDA Ratio) in lieu of generally accepted accounting principles for reporting purposesany period, the Borrower may notify exchange rate that shall be used shall be the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or average exchange rate for two fiscal quarters ending on the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light last day of such Accounting Change period (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed and otherwise determined in accordance with generally accepted accounting principles prior GAAP), (y) the determination of EBITDA for purposes of Section 9.12 hereof (CADS to Adjusted Debt Service Ratio) for any period, the exchange rate that shall be used shall be the average daily exchange rate referred to as Dólar Observado published in the Chilean Official Gazette by the Central Bank of Chile (or, if the Central Bank of Chile ceases to publish the Dólar Observado, the exchange rate replacing Dólar Observado) for the four fiscal quarters ending on the last day of such Accounting Change therein period (and otherwise determined in accordance with GAAP) and (iiz) the Borrower determination of EBITDA for purposes of Section 9.13 hereof (Interest Coverage Ratio) for any period, the exchange rate that shall provide to be used shall be the Administrative Agent and exchange rate for the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations fiscal quarter ending on the last day of such ratio or requirement made before period (and after giving effect to such Accounting Changeotherwise determined in accordance with GAAP).

Accounting Terms and Determinations. (a) Except as Unless otherwise expressly provided specified herein, all terms of an accounting terms character used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles GAAP, applied on a basis consistent (except for changes concurred in by TLGI's independent public accountants or otherwise required by a change in GAAP) with those used in the preparation of the latest most recent audited consolidated financial statements furnished of TLGI and its Consolidated Subsidiaries delivered to the Administrative Agent (whichBanks unless with respect to any such change concurred in by TLGI's independent public accountants or required by GAAP, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with any of the provisions of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation or any of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, other Loan Documents: (i) TLGI or the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements statements, or (ii) the Required Banks shall so object in writing within 30 days after the delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01 hereof, shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.44.04). To the extent that for purposes of computing any financial covenant or test or making any other accounting determination hereunder, any amount denominated in one currency must be converted into another currency, such conversion shall be made in a manner that accords with the currency conversion policies and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposesprocedures, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timeon the Closing Date, used in preparing the financial statements of TLGI and (ii) if at any time any change in generally accepted accounting principles its Consolidated Subsidiaries on the basis of which the relevant computations or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio determinations are or requirement set forth in any Credit Documentwill be made, and either the Borrower or unless the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend have specified an alternative basis for making such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changeconversions.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof.. 24184999 (c) To enable the ready and consistent determination of compliance with the covenants set forth in Section 9 hereof, the Company will not change (i) If at any time the Securities and Exchange Commission permits last day of its fiscal year from the Sunday nearest December 31 of each year, or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower method of determination of the last days of the first three fiscal quarters in each of its fiscal years. For the purpose of determining the first and last days of periods, and the dates on which calculations are made, in Sections 9.10, 9.11, 9.12 and 9.13 hereof, (x) the first dates of periods shall provide be the first day of the fiscal quarter of the Company commencing on or nearest to the Administrative Agent date specified in such Section as the first day of such period and (y) the last dates of periods and the Banks financial statements dates on which calculations are made shall be the last day of the fiscal period of the Company ending on or nearest to the date specified in such Section as the last day of such period or the date on which the relevant calculation is made. (d) So long as the Company and other documents required its Subsidiaries shall be included in consolidated Federal income tax returns filed by Triarc pursuant to a tax consolidation agreement, whenever making determinations under this Agreement of the amount of Federal income taxes payable during any period (or as reasonably requested hereunder setting forth a reconciliation between calculations the amount of refunds in respect of such ratio taxes receivable during any period) by the Company and its Subsidiaries, the amount of such taxes payable or requirement made before receivable shall be deemed to be equal to the amounts payable or receivable, as the case may be, in respect of such taxes under such tax consolidation agreement without reference to whether Triarc and after giving effect to such Accounting Changeits Subsidiaries as an affiliated group shall in fact pay any amounts in respect of Federal income taxes (or receive any amounts in respect of refunds of Federal income taxes) during the relevant period.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial ▇▇▇▇▇- cial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.02(b) hereof) be prepared prepared, in accordance with generally accepted ac- cepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements state- ments furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March 31Sep- tember 30, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March 31September 30, 2019 as 1995 referred to in Section 8.4), 8.02 hereof) unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstate- ments, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest lat- est financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall Credit Agreement mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable rea- sonable detail of any material variation between the application applica- tion of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection Section 1.02(a) hereof and (aii) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit Document, and either the Borrower or the Required Banks shall so requestSection 9 hereof, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, Company will not change (i) such ratio the last day of its fiscal year from the Saturday falling on, or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and immediately preceding, Septem- ber 30 of each year, or (ii) the Borrower shall provide to last days of the Administrative Agent first three fiscal quarters in each of its fiscal years from the Saturday falling on, or immediately preceding, December 31, March 31 and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations June 30 of such ratio or requirement made before and after giving effect to such Accounting Changeeach year, respectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles principles, or statutory accounting practices, employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (whichprinciples, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted statutory accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.----------------

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).. Credit Agreement ---------------- (b) The Borrower Parent shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection paragraph (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (c) On the date hereof, (i) If at any time the Securities last day of the fiscal year of Alflex and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) each of its Subsidiaries is March 31, and the last days of the first three fiscal quarters in lieu each of generally accepted accounting principles for reporting purposestheir fiscal years is June 30, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles September 30 and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timeDecember 31, and (ii) if at any time any change the last day of the fiscal year of the Parent and each of its Subsidiaries (other than Alflex and Alflex's Subsidiaries) is December 31, and the last days of the first three fiscal quarters in generally accepted accounting principles or each of their fiscal years is March 31, June 30 and September 30. To enable the adoption ready and consistent determination of IFRS (each an “Accounting Change”) would affect compliance with the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, (x) as promptly as practicable following the Restatement Effective Date, the Parent will cause Alflex and each of Alflex's Subsidiaries to change the last day of their fiscal year to December 31, and either to change the Borrower last days of the first three fiscal quarters in each of their fiscal years to March 31, June 30 and September 30, respectively; and (y) except as provided in the preceding paragraph (x), neither the Parent nor any of its Subsidiaries will change the last day of its fiscal year or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed first three fiscal quarters in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations each of such ratio or requirement made before and after giving effect to such Accounting Changeits fiscal years.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Parent shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection paragraph (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (c) On the date hereof, (i) If at any time the Securities last day of the fiscal year of Alflex and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) each of its Subsidiaries is March 31, and the last days of the first three fiscal quarters in lieu each of generally accepted accounting principles for reporting purposestheir fiscal years is June 30, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles September 30 and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timeDecember 31, and (ii) if at any time any change the last day of the fiscal year of the Parent and each of its Subsidiaries is December 31, and the last days of the first three fiscal quarters in generally accepted accounting principles or each of their fiscal years is March 31, June 30 and September 30. To enable the adoption ready and consistent determination of IFRS (each an “Accounting Change”) would affect compliance with the computation of any financial ratio or requirement covenants set forth in Section 9 hereof, neither the Parent nor any Credit Document, and either of its Subsidiaries will change the Borrower last day of its fiscal year or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed first three fiscal quarters in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations each of such ratio or requirement made before and after giving effect to such Accounting Changeits fiscal years.

Accounting Terms and Determinations. (a) a. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2014 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2014 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount. (b) b. The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 6.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. c. Notwithstanding anything to the contrary herein, the Company and the Lenders agree that, if after the Closing Date, changes to GAAP become effective so as to require the reduction of the carrying amount of goodwill upon impairment (including, without limitation, as a result of the establishment of a benchmark), disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the covenants set forth in Section 7.09, each such reduction shall be treated as an extraordinary non-cash item and shall be disregarded. d. The Company will not change the last day of its Fiscal Year from December 31 of each year, or the last days of the first three Fiscal Quarters in each of its Fiscal Years from March 31, June 30 and September 30 of each year, respectively. e. 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) If any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (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 Company or any Subsidiary at any time the Securities and Exchange Commission permits “fair value” as defined therein or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any change other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in generally accepted accounting principles a reduced or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Documentbifurcated manner as described therein, and either such indebtedness shall at all times be valued at the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changefull stated principal amount thereof.

Accounting Terms and Determinations. (a) A. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks or Note Holders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks or Note Holders in writing at the time of delivery thereof in the manner described in subsection (b)clause B below) be prepared prepared, in accordance with generally accepted accounting principles GAAP (other than, in the case of interim financial statements, the absence of normally recurring year-end adjustments and notes) applied on a basis consistent with those that used in the preparation of the latest financial statements furnished to the Administrative Agent Note Holders hereunder (which, prior to the delivery of the first financial statements delivered under Section 9.1(a)6.1, shall mean means the audited financial statements as at March 31, 2019 as referred to in Section 8.4subsection 4.1T). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those that used in the preparation of the latest financial statements of Issuer furnished to the Administrative Agent and the Banks Note Holders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 6.1A or 6.1B unless (i) the Borrower Issuer shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Holders shall so object in writing 30 within thirty (30) days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.1, shall mean means the audited financial statements as referred to in Section 8.4subsection 4.1T). (b) The Borrower B. Issuer shall deliver to the Administrative Agent and the Banks Note Holders at the same time as the delivery of any financial statements under Section 9.1 subsection 6.1A or 6.1B a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4)clause A above, and reasonable estimates for of the difference differences between such statements arising as a consequence thereof. (i) If at any time C. To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 7, Issuer and either NGP I will not change the Borrower last day of their Fiscal Year from June 30 of each Fiscal Year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three (3) Fiscal Quarters in each of its Fiscal Years from September 30, until so amendedDecember 31 and March 31 of each Fiscal Year, (i) such ratio or requirement shall continue to be computed respectively, except in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting ChangeSection 7.9.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi) and 8.10 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those Credit Agreement ---------------- used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8, and either the Borrower Company shall not change the last day of its fiscal year from December 31, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and or the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and or the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent or the Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and or the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1997 referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and (for distribution to the Banks Lenders) at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time The Company will not change the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu last day of generally accepted accounting principles for reporting purposesits fiscal year from December 31 of each year, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2010 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2010 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 6.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (c) Notwithstanding anything to the contrary herein, the Company and the Lenders agree that, if after the date hereof, changes to GAAP become effective so as to require the reduction of the carrying amount of goodwill upon impairment (including, without limitation, as a result of the establishment of a benchmark), disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the covenants set forth in Section 7.09, each such reduction shall be treated as an extraordinary non-cash item and shall be disregarded. (d) The Company will not change the last day of its Fiscal Year from December 31 of each year, or the last days of the first three Fiscal Quarters in each of its Fiscal Years from March 31, June 30 and September 30 of each year, respectively. (e) 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) If any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at any time the Securities and Exchange Commission permits “fair value” as defined therein or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time election in respect of convertible debt instruments under Financial Accounting Standards Board Staff Position APB 14-1 to value any change such indebtedness in generally accepted accounting principles a reduced or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Documentbifurcated manner as described therein, and either such indebtedness shall at all times be valued at the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changefull stated principal amount thereof.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower Parent shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the CREDIT AGREEMENT application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection paragraph (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (c) On the date hereof, (i) If at any time the Securities last day of the fiscal year of CasTech and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) each of its Subsidiaries is March 31, and the last days of the first three fiscal quarters in lieu each of generally accepted accounting principles for reporting purposestheir fiscal years is June 30, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles September 30 and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timeDecember 31, and (ii) if at any time any change the last day of the fiscal year of the Parent and each of its Subsidiaries (other than CasTech and CasTech's Subsidiaries) is December 31, and the last days of the first three fiscal quarters in generally accepted accounting principles or each of their fiscal years is March 31, June 30 and September 30. To enable the adoption ready and consistent determination of IFRS (each an “Accounting Change”) would affect compliance with the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, (x) as promptly as practicable following the Merger Date, the Parent will cause CasTech and each of CasTech's Subsidiaries to change the last day of their fiscal year to December 31, and either to change the Borrower last days of the first three fiscal quarters in each of their fiscal years to March 31, June 30 and September 30, respectively; and (y) except as provided in the preceding paragraph (x), neither the Parent nor any of its Subsidiaries (including CasTech and each of CasTech's Subsidiaries) will change the last day of its fiscal year or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed first three fiscal quarters in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations each of such ratio or requirement made before and after giving effect to such Accounting Changeits fiscal years.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.03(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 2014, referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2014, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any of its annual or quarterly financial statements under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection Section 1.03(a) hereof and (aii) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for of the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 9.01 hereof unless (i) the Borrower SSC shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower SSC shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits consistent determination of compliance with the covenants set forth in Section 9 hereof, SSC will not change the last day of its fiscal year from December 31, or requires United States reporting companies the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively. Credit Agreement 44 - 39 - (d) Except as otherwise expressly provided herein, all financial statements and certificates and reports as to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify financial matters required to be delivered to the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles or the Lenders hereunder shall thereafter be construed to mean IFRS as in effect from time to timeprepared, and (ii) all calculations made for purposes of determining compliance with the terms hereof shall be made, as if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, Unrestricted Subsidiaries were carried as equity investments by SSC and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks)its Restricted Subsidiaries; provided that, until so amended, : (i) such ratio earnings and other increases in the value of Unrestricted Subsidiaries shall not increase earnings of SSC and its Restricted Subsidiaries for purposes of determining EBITDA until received by SSC or requirement shall continue to be computed a Restricted Subsidiary in accordance with generally accepted accounting principles prior to such Accounting Change therein and cash; (ii) the Borrower value of equity investments in any Unrestricted Subsidiary shall provide not be increased except to reflect the Administrative Agent book value of any assets subsequently contributed thereto by SSC and its Restricted Subsidiaries, such book value in the Banks financial statements case of any asset to be determined as of the date of its contribution; and (iii) losses and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations decreases of value of the Unrestricted Subsidiaries, when recognized by the respective Unrestricted Subsidiaries, shall, at the time of such ratio or requirement made before recognition, decrease the value of equity investments in Unrestricted Subsidiaries held by SSC and after giving effect to such Accounting Changeits Restricted Subsidiaries, but shall not decrease the earnings of SSC and its Restricted Subsidiaries for purposes of determining EBITDA.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2012 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2012 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount. (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 6.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (c) Notwithstanding anything to the contrary herein, the Company and the Lenders agree that, if after the Effective Date, changes to GAAP become effective so as to require the reduction of the carrying amount of goodwill upon impairment (including, without limitation, as a result of the establishment of a benchmark), disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the covenants set forth in Section 7.09, each such reduction shall be treated as an extraordinary non-cash item and shall be disregarded. (d) The Company will not change the last day of its Fiscal Year from December 31 of each year, or the last days of the first three Fiscal Quarters in each of its Fiscal Years from March 31, June 30 and September 30 of each year, respectively. (e) 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) If any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (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 Company or any Subsidiary at any time the Securities and Exchange Commission permits “fair value” as defined therein or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any change other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in generally accepted accounting principles a reduced or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Documentbifurcated manner as described therein, and either such indebtedness shall at all times be valued at the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changefull stated principal amount thereof.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent prepared, and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made made, in accordance with, or by application of generally accepted accounting principles of, GAAP or SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest corresponding financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) hereunder unless (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (ix) the Borrower shall have objected to determining such compliance on such basis notify the Banks of its objection thereto at the time of delivery of such any financial statements pursuant to Section 5.3 or (iiy) the Required Banks shall so object in writing notify the Borrower (through the Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, accounting principles or accounting practices, as the case may be, on a basis consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4)made. (b) The Borrower shall deliver to the Administrative Agent and the Banks Agent, at the same time as the delivery of any financial statements statement under Section 9.1 Sections 5.1, 5.2 or 5.3, a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements financial statement and the application of accounting principles employed in the preparation of the immediately next preceding applicable financial statements statement as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4)above, and reasonable estimates for of the difference between such financial statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesArticles 6 and 7, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to timewill not, and will not permit any of its Subsidiaries existing on the date hereof (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changethe Transaction) to, change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements as at March 31, 2019 as referred to in Section 8.48.02(a) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements as at March 31, 2019 as referred to in Section 8.4), 8.02(a) hereof) unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower Borrowers shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, Credit Agreement ---------------- in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements as referred to in Section 8.48.02(a) hereof). (b) The Borrower Borrowers shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, the Borrowers and either their Subsidiaries will not change the Borrower last day of their fiscal year from the Saturday closest to December 31 of each year (whether or not such last day occurs in the same calendar year or the Required Banks next following calendar year), or the last days of the first three fiscal quarters in each of their fiscal years from the Saturday closest to March 31, June 30 and September 30 of each year, respectively; provided that the foregoing shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith not apply to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject Bonlam to the approval of the Required Banks); provided that, until so amended, (i) extent that Bonlam is not permitted under Mexican law to conform its fiscal dates in such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changemanner.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lender hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lender in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lender hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.1 hereof, shall mean the audited financial statements as at March 31June 30, 2019 as 1999 referred to in Section 8.48.2 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lender pursuant to Section 9.1(a) 9.1 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.1 hereof, used in the preparation of the audited financial statements as at March 31June 30, 2019 as 1999 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.2 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lender shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.1 hereof, shall mean the audited financial statements as referred to in Section 8.48.2 hereof). (b) The Borrower Prior to an IPO, the Company shall deliver to the Administrative Agent and the Banks Lender at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. After an IPO, the Company shall deliver to the Lender at the same time as the delivery of any annual or quarterly financial statements under Section 9.1 hereof, copies of the Company's "Management Discussion and Analysis of Financial Condition and Results of Operations" sections of its annual report on Form 10-K and its quarterly reports on Form 10-Q for the applicable period. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 9 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1994 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1994 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, Credit Agreement shall mean the audited financial statements as at December 31, 1994 referred to in Section 8.47.02 hereof). (b) The Borrower Company shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, and either the Borrower Company will not change the last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31February 22, 2019 as 1997, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at February 22, 1997 referred to in Section 8.47.02 hereof).. CREDIT AGREEMENT (b) The Borrower Company shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu consistent determination of generally accepted accounting principles for reporting purposes, compliance with the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 8 hereof, the fiscal year of the Company shall end on the last Saturday in February of each year, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters shall fall on the last Saturday in each of May, until so amendedAugust and November of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2000 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2000 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 5.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time Notwithstanding anything to the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposescontrary herein, the Borrower may notify and the Administrative Agent that it has elected Lenders agree that, if after the date hereof, changes to use IFRS in lieu GAAP become effective so as to require the reduction of generally accepted accounting principles and the carrying amount of goodwill upon any such noticeimpairment (including, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS without limitation, as in effect from time to timea result of the establishment of a benchmark), and (ii) if at any time any change in generally accepted accounting principles disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 6.05, each such reduction shall be treated as an extraordinary non-cash item and either shall be disregarded. (d) The Borrower will not change the Borrower last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi), 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 8.01 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 8, the Borrower may notify shall not change the Administrative Agent that it has elected to use IFRS in lieu last day of generally accepted accounting principles and upon any such noticeits fiscal year from December 31, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2004 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2004 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 5.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statements statement and the application of accounting principles or practices employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time Notwithstanding anything to the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposescontrary herein, the Borrower may notify and the Administrative Agent that it has elected Lenders agree that, if after the date hereof, changes to use IFRS in lieu GAAP become effective so as to require the reduction of generally accepted accounting principles and the carrying amount of goodwill upon any such noticeimpairment (including, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS without limitation, as in effect from time to timea result of the establishment of a benchmark), and (ii) if at any time any change in generally accepted accounting principles disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement covenants set forth in any Credit DocumentSection 6.05, each such reduction shall be treated as an extraordinary non-cash item and either shall be disregarded. (d) The Borrower will not change the Borrower last day of its fiscal year from December 31 of each year, or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (whichor, prior to if no such financial statements have yet been delivered under Section 9.01 hereof, with those used in the delivery preparation of the first relevant financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first if no such financial statements have yet been delivered under Section 9.1(a)9.01 hereof, with those used in the preparation of the audited relevant financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited relevant financial statements as referred to in Section 8.48.02 hereof). (b) The Borrower shall deliver to the Administrative Agent and the Banks Lenders at the same time as the delivery of any annual or quarterly financial statements statement under Section 9.1 9.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements statement and the application of accounting principles employed in the preparation of the immediately next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and ii) reasonable estimates for of the difference between such statements arising as a consequence thereof. (ic) If at any time To enable the Securities ready and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) consistent determination of compliance with the covenants set forth in lieu of generally accepted accounting principles for reporting purposesSection 9 hereof, the Borrower may notify will not change the Administrative Agent that it has elected to use IFRS in lieu last day of generally accepted accounting principles and upon any such noticeits fiscal year from December 31, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval last days of the Required Banks); provided thatfirst three fiscal quarters in each of its fiscal years from March 31, until so amendedJune 30 and September 30 of each year, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changerespectively.

Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the any Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, and (ii) if at any time any change in generally accepted accounting principles or the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles prior to such Accounting Change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.financial

Accounting Terms and Determinations. (a) Except as Unless otherwise expressly provided specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4). (b) The Borrower shall deliver to the Administrative Agent and the Banks at the same time as the delivery of any financial statements under Section 9.1 a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statements and the application of accounting principles employed in the preparation of the immediately preceding financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above (which, in the case of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements referred to in Section 8.4), and reasonable estimates for the difference between such statements arising as a consequence thereof. (i) If at any time the Securities and Exchange Commission permits or requires United States reporting companies to use International Financial Reporting Standards (“IFRS”) in lieu of generally accepted accounting principles for reporting purposes, the Borrower may notify the Administrative Agent that it has elected to use IFRS in lieu of generally accepted accounting principles and upon any such notice, references herein to generally accepted accounting principles shall thereafter be construed to mean IFRS as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and (ii) its Consolidated Subsidiaries delivered to the Banks; provided that if at the Borrower notifies the Administrative Agent that the Borrower wishes to amend any time provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such provision (or if the adoption of IFRS (each an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Administrative Agent notifies the Borrower or that the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith wish to amend any provision hereof for such ratio or requirement to preserve purpose), then such provision shall be applied on the original intent thereof in light basis of such Accounting Change (subject to the approval of the Required Banks); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required Banks. (b) For purposes of determining compliance with the provisions of Sections 5.08 on any date prior to January 29, 2000, "EBIT" for the relevant period shall be "EBIT" for the period from and including January 31, 1999 to and including the then most recently ended Fiscal Quarter, annualized on a simple arithmetic basis. For purposes of determining compliance with the provisions of Sections 5.10 on the last day of any Fiscal Quarter ended prior to January 29, 2000, "EBIT" and "Interest Expense" for the relevant period shall be "EBIT" or "Interest Expense", as the case may be, for the period from and including January 31, 1999 to and including the last day of such Accounting Change therein Fiscal Quarter, and "Annual Rent Expense" shall be $136,250,000 (iifor purposes of determining compliance on the last day of the first Fiscal Quarter 1999), $272,500,000 (for purposes of determining compliance on the last day of the second Fiscal Quarter 1999) and $408,750,000 (for purposes of determining compliance on the last day of the third Fiscal Quarter 1999), which amounts constitute the total rent expense (net of sublease income) of the Borrower shall provide to and its Consolidated Subsidiaries for the Administrative Agent Fiscal Year 1998 included in the projections of financial performance of the Borrower set forth in the $500,000,000 Senior Credit Facility Amendment Confidential Information Memorandum dated February, 1999 multiplied by 1/4, 1/2 and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change3/4, respectively.