Common use of Accounting Principles, Terms and Determinations Clause in Contracts

Accounting Principles, Terms and Determinations. All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in paragraph 8C. 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and the Company so requests, the holders of the Notes and the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change therein. Without limiting the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto (for the avoidance of doubt, including ASC Topic 842), unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP consistent with generally accepted accounting principles. Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8C. Notwithstanding any other provision contained herein8B is occasioned by the promulgation of rules, all terms of an accounting regulations, pronouncements and opinions by or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under required by the Financial Accounting Standards Codification 000-00-00 Board or the American Institute of Certified Public Accountants (or any other Accounting Standards Codification successors thereto or Financial Accounting Standard having a agencies with similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and the Company so requestsfunctions), the holders initial application of which change is made after the Notes and the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change therein. Without limiting the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in paragraph 8C for all purposes date of this Agreement, notwithstanding and any such change results in a change in GAAP relating thereto (for the avoidance method of doubtcalculation of financial covenants, including ASC Topic 842)standards or terms found in this Agreement, unless the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into a mutually acceptable amendment addressing good faith negotiations in order to amend the affected provisions so as to reflect such changesaccounting changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, as provided for abovethe term "financial statement" shall include the notes and schedules thereto.

Accounting Principles, Terms and Determinations. All references in this Agreement to “general accepted accounting principles” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP consistent with generally accepted accounting principles. Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8C. Notwithstanding 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any other provision contained such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such changes as if such changes had not been made. When used herein, all terms of an accounting or the term “financial nature used statement” shall include the notes and schedules thereto. Any reference herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. For purposes of determining compliance with the financial covenants contained in this Agreement, any election under by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 000-00-00 (- Fair Value Option, International Accounting Standard 39 - Financial Instruments: Recognition and Measurement or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effectaccounting standard) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, shall be disregarded and such Indebtedness determination shall at all times be valued at made as if such election had not been made. Notwithstanding the full stated principal amount thereof. If at foregoing, any time any change lease which is required to be characterized as an operating lease under GAAP as in GAAP would affect effect on the computation of any financial ratio or requirement set forth herein, and the Company so requests, the holders of the Notes and the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement Amendment (2018) Effective Date shall continue to be computed in accordance with GAAP treated as in effect prior to such change therein. Without limiting the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in paragraph 8C an operating lease for all purposes of this Agreement, notwithstanding Agreement after the Amendment (2018) Effective Date despite any change changes in GAAP relating thereto occurring after the Amendment (for the avoidance of doubt2018) Effective Date, including ASC Topic 842), unless the parties hereto and any such lease payments shall enter into a mutually acceptable amendment addressing such changes, as provided for abovenot be considered Capitalized Lease Obligations hereunder.

Accounting Principles, Terms and Determinations. All references in this Agreement to “general accepted accounting principles” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP consistent with generally accepted accounting principles Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8C. Notwithstanding 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any other provision contained such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, all terms of an accounting or the term “financial nature used statement” shall include the notes and schedules thereto. Any reference herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (specific citation, section or any other Accounting Standards Codification form of law, statute, rule or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness regulation shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and the Company so requests, the holders of the Notes and the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior refer to such change thereinnew, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. Without limiting the foregoing, for For purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to covenants contained in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto election by the Company to measure an item of Debt using fair value (for the avoidance as permitted by Statement of doubt, including ASC Topic 842), unless the parties hereto Financial Accounting Standards No. 159 or any similar accounting standard) shall enter into a mutually acceptable amendment addressing be disregarded and such changes, determination shall be made as provided for aboveif such election had not been made.

Accounting Principles, Terms and Determinations. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP GAAP, applied on a basis consistent with those applied in the preparation most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraph 5A(i) or (ii) or, if no such statements have been so delivered, the most recent audited financial statements referred to in paragraph 8C. 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 clause (i) without giving effect to any election under of paragraph 8K, but excluding the effects of Accounting Standards Codification 000800-00-00 (previously referred to as SFAS 159) or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness successor or other liabilities of accounting standard to the Company or any Subsidiary at extent it relates to “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (” accounting or provides for any other Accounting Standards Codification or Financial Accounting Standard having a similar accounting treatment that would result or effect) to value in any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall financial liability being set forth at all times be valued at an amount less than the full stated actual outstanding principal amount thereof. If at ; provided that, in the event that any time any change changes in GAAP after the date of this Agreement are required to be applied to the Company and would affect the computation of the financial covenants contained in paragraphs 6N and 6O and otherwise, including paragraph 5H, such changes shall be followed in this Agreement only from and after the date this Agreement shall have been amended to take into account any financial ratio or requirement set forth herein, and such changes. The foregoing shall not be construed to prohibit the Company from changing its financial statements so requeststhat such financial statements comply with GAAP. Any reference herein to any specific citation, the holders section or form of the Notes and the Company will negotiate in good faith to amend such ratio law, statute, rule or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement regulation shall continue to be computed in accordance with GAAP as in effect prior refer to such change thereinnew, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. Without limiting Notwithstanding the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred covenants contained in this Agreement, including without limitation paragraphs 6N and 6O, any election by the Company to in paragraph 8C for all measure an item of Indebtedness using fair value (as permitted by the Accounting Standards Codification Section 825-10 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. For purposes of this Agreement, notwithstanding any change lease obligations (whether in effect as of the date of this Agreement or thereafter incurred) that are classified and accounted for as operating leases under GAAP relating thereto (for will be excluded from the avoidance definition of doubtFinance Lease Obligations, including ASC Topic 842), unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for aboveDebt and Indebtedness hereunder.

Accounting Principles, Terms and Determinations. All references in this Agreement to “generally accepted accounting principles” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP generally accepted accounting principles applied on a basis consistent with those applied in the preparation most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8C. 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at thereof and (iii) without giving effect to any time any change changes in GAAP would affect generally accepted accounting principles occurring after the computation of any financial ratio or requirement set forth herein, and the Company so requestsEffective Date, the holders effect of which would be to cause leases which would be treated as operating leases under generally accepted accounting principles as of the Notes and the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement shall continue Effective Date to be computed in accordance with GAAP treated as in effect prior to such change therein. Without limiting the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto (for the avoidance of doubt, including ASC Topic 842), unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for aboveCapital Leases under generally accepted accounting principles.

Accounting Principles, Terms and Determinations. All references in this Agreement to “general accepted accounting principles” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP consistent with generally accepted accounting principles Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8C. Notwithstanding 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any other provision contained such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such changes as if such changes had not been made. When used herein, all terms of an accounting or the term “financial nature used statement” shall include the notes and schedules thereto. Any reference herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (specific citation, section or any other Accounting Standards Codification form of law, statute, rule or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness regulation shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and the Company so requests, the holders of the Notes and the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior refer to such change thereinnew, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. Without limiting the foregoing, for For purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to covenants contained in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto election by the Company to measure an item of Debt using fair value (for the avoidance as permitted by Statement of doubt, including ASC Topic 842), unless the parties hereto Financial Accounting Standards No. 159 or any similar accounting standard) shall enter into a mutually acceptable amendment addressing be disregarded and such changes, determination shall be made as provided for aboveif such election had not been made.

Accounting Principles, Terms and Determinations. All references in this Agreement to “GAAP” shall mean generally accepted accounting principles, as in effect in the United States at the time of application thereof. Except as otherwise expressly provided herein, all accounting terms not specifically defined used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those applied in the preparation most recent annual or quarterly financial statements delivered pursuant to paragraph 5A (or, prior to the delivery of the first financial statements pursuant to paragraph 5A, consistent with the financial statements referred to as at December 31, 201628, 2019). In the event that any Accounting Change (as defined below) shall occur and such change results in paragraph 8C. Notwithstanding any other provision contained hereina change in the method of calculation of financial covenants, all standards or terms of an accounting or financial nature used herein shall be construedin this Agreement, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of then the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and the Company so requests, the holders of the Notes and the Company will negotiate in Required Holders agree to enter into good faith negotiations in order to amend such ratio or requirement provisions of this Agreement so as to preserve reflect equitably such Accounting Changes with the original intent thereof desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Company and the Required Holders, all financial covenants, standards and terms in light of such change in GAAP; provided that until so amended, such ratio or requirement this Agreement shall continue to be computed calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accordance with GAAP as in effect prior to such change thereinrequired by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission. Without limiting Notwithstanding the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified all covenants and accounted for on a basis consistent with that reflected defaults contained in the financial statements referred to in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto election by the Company to measure an item of Indebtedness using fair value (for as permitted by the avoidance of doubt, including ASC Topic 842), unless the parties hereto Accounting Standards Codification Section 825-10 or any similar accounting standard) shall enter into a mutually acceptable amendment addressing be disregarded and such changes, determination shall be made as provided for aboveif such election had not been made.

Accounting Principles, Terms and Determinations. All references in this Agreement to “generally accepted accounting principles” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP generally accepted accounting principles, applied on a basis consistent with those applied in the preparation most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in paragraph 8C. 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 clause (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of paragraph 8B. Notwithstanding the Company or any Subsidiary at “fair value”foregoing, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If if at any time any change in GAAP or in accounting practices as permitted under paragraph 6N hereof would affect the computation of any financial ratio or requirement set forth hereinin any Transaction Document, and either the Company or the Required Holders shall so requestsrequest, the holders of the Notes and the Company will shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAPGAAP or accounting practices (subject to the approval of the Required Holders); provided that that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect or past accounting practices prior to such change therein. Without limiting therein and (ii) the foregoing, for purposes Company shall provide to the holders of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Notes financial statements referred 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 in paragraph 8C for all purposes of this Agreement, notwithstanding any such change in GAAP relating thereto (or accounting practices, as appropriate. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. All references herein to consolidated financial statements of the Parent and its Subsidiaries or to the determination of any amount for the avoidance Parent and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Parent is required to consolidate pursuant to FASB Interpretation No. 46 — Consolidation of doubt, including ASC Topic 842), unless the parties hereto shall enter into Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a mutually acceptable amendment addressing such changes, Subsidiary as provided for abovedefined herein.

Accounting Principles, Terms and Determinations. All references in this Agreement to “generally accepted accounting principles” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP generally accepted accounting principles, applied on a basis consistent with those applied in the preparation most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in paragraph 8C. 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 clause (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of paragraph 8B. Notwithstanding the Company or any Subsidiary at “fair value”foregoing, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If if at any time any change in GAAP or in accounting practices as permitted under paragraph 6N hereof would affect the computation of any financial ratio or requirement set forth hereinin any Transaction Document, and either the Company or the Required Holders shall so requestsrequest, the holders of the Notes and the Company will shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAPGAAP or accounting practices (subject to the approval of the Required Holders); provided that that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect or past accounting practices prior to such change therein. Without limiting therein and (ii) the foregoing, for purposes Company shall provide to the holders of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Notes financial statements referred 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 in paragraph 8C for all purposes of this Agreement, notwithstanding any such change in GAAP relating thereto (or accounting practices, as appropriate. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. All references herein to consolidated financial statements of the Parent and its Subsidiaries or to the determination of any amount for the avoidance Parent and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Parent is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of doubt, including ASC Topic 842), unless the parties hereto shall enter into Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a mutually acceptable amendment addressing such changes, Subsidiary as provided for abovedefined herein.

Accounting Principles, Terms and Determinations. All Unless otherwise specified herein, all accounting terms not specifically defined used herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP generally accepted accounting principles applied on a basis consistent with those applied in the preparation most recent audited consolidated financial statements of Global and its Subsidiaries delivered pursuant to clause (a) of Section 7.1 or, if no such statements have been so delivered, the most recent audited financial statements referred to in paragraph 8C. Notwithstanding Section 6.2. If after the Closing Date any other provision contained herein, all terms change shall occur in GAAP in effect on the Closing Date (a "GAAP Change") which results in a change in any computation or definition used in calculating compliance by the Borrowers with any negative covenant and which has had or may have a significant effect (whether positive or negative) on the computation of an accounting one or financial nature used herein more such covenants (the "Affected Covenants") then the Borrowers shall be construed, and all computations deliver to the Administrative Agent within 15 days after the effective date of amounts and ratios referred to herein shall be made such GAAP Change (the "Effective Date") a written notice from the Borrowers (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of describing the Company or any Subsidiary at “fair value”, as defined therein GAAP Change and (ii) without giving setting forth in reasonable detail (including detailed calculations) why the GAAP Change has had or may have a material effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (whether positive or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effectnegative) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect on the computation of any financial ratio the Affected Covenants. Within 15 days after such written notice is delivered to the Administrative Agent, each party hereby agrees to enter into good faith negotiations for an amendment to this Agreement of the Affected Covenants so as to place the parties, insofar as possible, in the same relative position as if the GAAP Change had not occurred. If a GAAP Change which has had or requirement set forth hereinmay have such a material effect occurs, and then during the Company so requestsperiod of the Effective Date of such GAAP Change until the effective date of an amendment to this Agreement with respect thereto, the holders Borrowers shall calculate compliance with the Affected Covenants as though such GAAP Change had not occurred (and deliver promptly upon request therefor compliance certificates with respect thereto, setting forth in reasonable detail compliance with the Affected Covenants and certified as being true and correct by the chief financial officers of the Notes and Borrowers); provided, however, that if no amendment to this Agreement shall become effective within 90 days from the Company will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light Effective Date of such change in GAAP; provided that until so amendedGAAP Change, such ratio or requirement the Borrowers shall continue to be computed in accordance with GAAP as in effect prior to such change therein. Without limiting the foregoing, for purposes of determining calculate compliance with any the Affected Covenants as though such GAAP Change had not occurred (and deliver promptly upon request therefor compliance certificates with respect thereto, setting forth in reasonable detail compliance with the Affected Covenants and certified as being true and correct by the chief financial covenant ratio, requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in officers of the financial statements referred to in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto (for the avoidance of doubt, including ASC Topic 842Borrowers), unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Accounting Principles, Terms and Determinations. All references in this Agreement to “GAAP” shall mean generally accepted accounting principles, as in effect in the United States at the time of application thereof. Except as otherwise expressly provided herein, all accounting terms not specifically defined used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those applied in the preparation most recent annual or quarterly financial statements delivered pursuant to paragraph 5A (or, prior to the delivery of the first financial statements pursuant to paragraph 5A, consistent with the financial statements referred to as at December 28, 2019). In the event that any Accounting Change (as defined below) shall occur and such change results in paragraph 8C. Notwithstanding any other provision contained hereina change in the method of calculation of financial covenants, all standards or terms of an accounting or financial nature used herein shall be construedin this Agreement, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of then the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and the Company so requests, the holders of the Notes and the Company will negotiate in Required Holders agree to enter into good faith negotiations in order to amend such ratio or requirement provisions of this Agreement so as to preserve reflect equitably such Accounting Changes with the original intent thereof desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Company and the Required Holders, all financial covenants, standards and terms in light of such change in GAAP; provided that until so amended, such ratio or requirement this Agreement shall continue to be computed calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accordance with GAAP as in effect prior to such change thereinrequired by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission. Without limiting Notwithstanding the foregoing, for purposes of determining compliance with any financial covenant ratio, requirement or basket, leases shall continue to be classified all covenants and accounted for on a basis consistent with that reflected defaults contained in the financial statements referred to in paragraph 8C for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto election by the Company to measure an item of Indebtedness using fair value (for as permitted by the avoidance of doubt, including ASC Topic 842), unless the parties hereto Accounting Standards Codification Section 825-10 or any similar accounting standard) shall enter into a mutually acceptable amendment addressing be disregarded and such changes, determination shall be made as provided for aboveif such election had not been made.