Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]] and its Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]]the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-470–20 on financial liabilities shall be disregarded, and # all liability amounts (including Indebtedness) shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability,liability (including Indebtedness), asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and # all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to # any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard) or # any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect on December 31, 2015.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant or provision (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]]the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of # FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excludingthe effects of FASB ASC 842 (or any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization ofother Accounting Standards Codification or Financial Accounting Standard having a right-of-use asset relating to any operating lease,similar result or effect) on capital lease and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease,debt obligations shall, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.case, be disregarded.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]]the Borrowers and itstheir respective Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and #disregarded. Notwithstanding anything to the contrary contained herein, all liability amountsterms of an accounting or financial nature used herein shall be determined excludingconstrued, and all computations of amounts and ratios referred to herein shall be made in a manner such that any liabilityobligations relating to a lease that was accounted for by such Person as an operating lease as of the date of the Existing Revolving Credit Agreement and any operating lease, all asset amountssimilar lease entered into after the date of the Existing Revolving Credit Agreement by such Person shall be determined excluding any right-of-use assetsaccounted for as obligations relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.capital lease.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]]the Borrowers and itstheir respective Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and #disregarded. Notwithstanding anything to the contrary contained herein, all liability amountsterms of an accounting or financial nature used herein shall be determined excludingconstrued, and all computations of amounts and ratios referred to herein shall be made in a manner such that any liabilityobligations relating to a lease that was accounted for by such Person as an operating lease as of the date of the Existing Revolving Credit Agreement and any operating lease, all asset amountssimilar lease entered into after the date of the Existing Revolving Credit Agreement by such Person shall be determined excluding any right-of-use assetsaccounted for as obligations relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.capital lease.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of the [[Released U.K. Borrowers:Borrower:Organization]] and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.disregarded.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAPwith GAAP, applied on a consistent basis, as in effect from time to time, appliedtime and in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,required by Section 8.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]]the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.disregarded.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAPwith GAAP, applied on a consistent basis, as in effect from time to time, appliedtime and in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,required by Section 8.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing,foregoing or anything else to the contrary stated in this Agreement, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Organization]]the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.disregarded.

Generally.Accounting Terms Generally All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,Audited Financial Statements, except as otherwise specifically prescribed herein.herein Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of anythe financial covenant) contained herein, # Indebtedness of [[Released U.K. Borrowers:Borrower:Organization]] and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.disregarded.

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements for [[Released U.K. Borrowers:Organization]] for the fiscal year of [[Released U.K. Borrowers:Organization]] ended December 31, 2020,described in Section 6.2, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, # IndebtednessDebt of [[Released U.K. Borrowers:Organization]]Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100%)100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded, and # all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.disregarded.