Common use of Accounting Principles Clause in Contracts

Accounting Principles. Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in this Agreement Section 8.2 [Negative Covenants] shall have the meaning customarily given to such term terms (and defined terms) under GAAP as in accordance effect on the date hereof applied on a basis consistent with GAAPthose used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, and all financial computations hereunder (i) in no event shall any lease be computed deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by prior to giving effect to the phrase "Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in accordance with GAAP" each case related to operating leases shall in no way be construed to limit the foregoingexcluded from all calculations made under this Agreement. If there occurs after the date hereof at any time any change in GAAP from that used would affect the computation of any financial ratio or requirement set forth in the preparation of the financial statements referred to hereinany Loan Document, after the date hereof and either the Borrower and its Subsidiaries adopt any other accounting principles for use in or the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect Required Lenders shall so request, the calculation of any covenants contained in this Agreement (including those in section 7.03)Administrative Agent, the Lenders and the Borrower shall discuss whether they wish negotiate in good faith to amend any relevant provisions such ratio or requirement to preserve the original intent thereof in light of this Agreement that relate such change in GAAP (subject to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as approval of the date of this Agreement. Unless any Required Lenders); provided until so amended, (i) such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement ratio or requirement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required continue to be provided by the Borrower hereunder shall be prepared computed in accordance with GAAP in effect on prior to such change therein and (ii) the date Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial statements (ratio or requirement made before and after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation change in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting ChangeGAAP.

Accounting Principles. Unless Except as otherwise specifically provided herein, any accounting (i) each financial term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed interpreted in accordance with GAAP consistently applied. That certain items in effect on the date of such interpretation; and (ii) where the character or computations are explicitly modified by amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other computation is required to be made for the phrase "purpose of this Agreement, such determination or calculation shall be made in accordance with GAAP" shall GAAP in no way be construed to limit effect on the date of such determination. Notwithstanding the foregoing. If there occurs , if after the date hereof any of this Agreement there is a change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in an “accounting change”), and if any respect the calculation financial ratio or amount determined pursuant to Section 7.03 would be materially different as a result of any covenants contained in this Agreement (including those in section 7.03)such accounting change, the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation financial covenants in Section 7.03 as result of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreementaccounting change. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change accounting change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Changeaccounting change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to such financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changeaccounting change.

Accounting Principles. Each Borrower hereby advises that it has elected to adopt International Financial Reporting Standards under GAAP, and hereby agrees that it will not change such election without the prior written consent of the Lender. Accordingly, each reference herein to GAAP shall refer to International Financial Reporting Standards. Unless otherwise specifically provided herein, any accounting term all financial terms used in this Agreement shall have the meaning customarily given such term be determined in accordance with GAAP. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, and all financial computations hereunder or any consolidation or other computation is required to be made for the purpose of this Agreement, such determination or calculation shall be computed made in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoingapplied on a consistent basis, unless otherwise indicated. If there occurs is a change in GAAP after the date hereof of this Agreement which adversely affects the ability of a Borrower to comply with any change in GAAP from that used in the preparation of the financial statements referred to covenant contained herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower parties shall discuss whether they wish to amend one or more of the relevant financial covenants to reflect such accounting change. If the parties in their discretion agree to amend any relevant provisions one or more of the financial covenants, such amendment shall be set out in an amendment to this Agreement that relate to executed by all parties hereto, together with all ancillary documentation as may be reasonably required by the calculation of Lender. If no such amendment is executed and delivered, the financial covenants herein shall be determined in accordance with the intent of having their respective positions after such Accounting Changes conform GAAP in effect as nearly as possible to their respective positions as of at the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder Year-end Financial Statements shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change)Year-end Financial Statements, and the such Borrower shall concurrently deliver to the Agent Lender a reconciliation prepared by its auditor in form and substance satisfactory to the Lenders Lender showing all adjustments made to financial statements such Year-end Financial Statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changeon the date of this Agreement.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in this Agreement shall Article VIII) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the Closing Date applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the Closing Date in GAAP or in the application of GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII or compliance with Sections 7.1 or 7.4, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants or such Sections in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time; provided, that until so amended such financial covenants and all financial computations hereunder such Sections shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein or the application thereof. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , (a) for purposes of determining compliance with any covenant (including the date hereof computation of any financial covenant) contained herein, Indebtedness of any Loan Party and its Subsidiaries shall be deemed to be carried at 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 (b) 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 change in accounting for leases pursuant to GAAP resulting from that used in the preparation implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and extent such adoption being referred would require treating any lease (or similar arrangement conveying the right to herein use) as "Accounting Changes"a capital lease where such lease (or similar arrangement) that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments would not have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with so treated under GAAP as in effect on the date of such financial statements (after giving effect to such Accounting Change)December 31, and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change2015.

Accounting Principles. Unless Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, such determination or calculation, to the extent applicable and except as otherwise specifically provided herein, any accounting term used specified in this Agreement shall have the meaning customarily given such term in accordance with GAAPAgreement, and all financial computations hereunder shall be computed made in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoingSAP. If there occurs a change in GAAP or SAP after the date hereof any of this Agreement would require a change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect affecting the calculation of any covenants contained requirement under this Agreement, then the Administrative Agent and the Borrowers shall negotiate in good faith for the amendment of the affected requirements (which amendment shall be subject to the approval of the Required Lenders as provided for in Section 10.3.1); provided, however, until and unless such an amendment is agreed upon, the requirements of this Agreement (including those shall remain as written and compliance therewith shall be determined according to GAAP or SAP, as applicable, in section 7.03)effect prior to the change. For the avoidance of doubt, FASB ASC 320 and FASB ASC 220 should apply, and continue to apply, as they exist on the Closing Date unless the Required Lenders and the Borrower shall discuss whether they wish Borrowers mutually agree otherwise. If PLC notifies the Administrative Agent that it intends to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the discontinue providing financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP or PLICO notifies the Administrative Agent that it intends to discontinue providing financial statements in accordance with SAP, then the Borrowers and the Required Lenders shall negotiate in good faith for a replacement accounting standard, provided, however, until such replacement accounting standard is agreed upon, the applicable Borrower shall continue to use GAAP or SAP, as applicable, in preparing its financial statements. Notwithstanding anything herein to the contrary, for purposes of calculating the financial covenants set forth in Sections 5.12 and 5.13 and other amounts hereunder, 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 of the foregoing, 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 the date of such financial statements (after giving effect to such Accounting Change)December 31, and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change2015.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, any accounting term in a manner consistent with that used in this Agreement shall preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in any financial ratio or financial covenant (and any definitions used in any financial ratio or financial covenant) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the Closing Date applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the Closing Date in GAAP, and if such change would affect the computation of any financial ratio or financial covenant set forth herein, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial ratio or financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe financial statements of the Loan Parties at that time, and all provided that until so amended such financial computations hereunder ratio or financial covenant shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any ratio or covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to ratio, financial covenant or component thereof) contained herein, after the date hereof the Borrower Indebtedness of any Loan Party and its Subsidiaries adopt shall be deemed to be carried at 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. Without limiting the foregoing, any other accounting principles operating lease properly classified as an operating lease as of the Closing Date shall be classified and accounted for use in as an operating lease during the preparation term of their financial statements (such this Agreement for all purposes of this Agreement, notwithstanding any changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changerelating thereto.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principals of consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 5.14 (and all defined terms used in the definition of any accounting term terms used in this Agreement Section 5.14) shall have the meaning customarily given to such term terms (and defined terms) under GAAP as in accordance effect on the date hereof applied on a basis consistent with GAAP, those used in preparing the annual financial statements of the US Borrower and all financial computations hereunder shall be computed its Subsidiaries referred to in accordance with GAAP consistently appliedSection 3.07. That certain items or computations are explicitly modified by In the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs event of any change after the date hereof any in GAAP, and if such change in GAAP from that used would result in the preparation of the financial statements referred inability to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, determine compliance with the financial covenants set forth in Section 5.14 based upon the US Borrower's regularly prepared financial statements by reason of the preceding sentence, or if such change would result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement so as to equitably reflect such change with the desired result that the criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be determined the same after such change as if no such Accounting Change change had occurred. In such eventnot been made; provided that, until so amended, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine US Borrower's compliance with such financial covenants covenants, standards or terms shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective. Notwithstanding anything to the contrary contained above or in the definition of Capitalized Lease Obligation, in the event of an accounting change (whether subsequent to or applied retroactively prior to the Closing Date) requiring leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such Accounting Changeaccounting change).

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 7.1.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 7.2.4 (and all defined terms used in the definition of any accounting term used in Section 7.2.4) has the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.1.20. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 7.2.4, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement shall have that would adjust such financial covenants in a manner that would preserve the meaning customarily given such term original intent thereof, but would allow compliance therewith to be determined in accordance with GAAP, and all CatchMark Timber’s financial computations hereunder statements at that time; provided that until so amended such financial covenants shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any covenant (including the date hereof computation of any change in GAAP from that used in the preparation financial covenant) contained herein, Indebtedness of any Loan Party and any Subsidiary of any Loan Party shall be deemed to be carried at 100% of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change)outstanding principal amount thereof, and the Borrower effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changebe disregarded.

Accounting Principles. Unless otherwise specifically provided herein, any Any accounting term used not specifically defined in this Agreement Article I or elsewhere in the Agreement, shall have the meaning customarily ascribed thereto by GAAP not inconsistent with the Borrower’s present accounting procedures, provided, that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such term change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAPherewith. Notwithstanding the foregoing, and all the financial computations hereunder statements to be furnished to the Banks pursuant hereto shall be computed made and prepared in accordance with GAAP consistently applied. That certain items applied throughout the periods involved (except as set forth in the notes thereto or computations are explicitly modified otherwise disclosed in writing by the phrase "in accordance Borrower to the Banks), provided, that (a) all computations determining compliance with GAAP" Section 8.13, including definitions used therein, shall in no way be construed utilize accounting principles based on the Pro Rata Consolidation Method as opposed to limit the foregoing. If there occurs after full consolidation method of accounting, (b) all computations determining compliance with Article VIII, including definitions used therein, shall exclude interest income received by the date hereof Borrower or any change in GAAP of its Subsidiaries with respect to loans made by the Borrower or such Subsidiary pursuant to Section 8.06(d) of this Agreement, unless such loans are funded with the proceeds from that used Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in the preparation footnotes thereto or otherwise) of the financial statements referred to herein, after the date hereof results of the Borrower and its Subsidiaries adopt any other using accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect based on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting ChangePro Rata Consolidation Method.

Accounting Principles. Unless Except as otherwise specifically provided herein, any accounting (i) each financial term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared interpreted in accordance with GAAP in effect on the date of such interpretation; and (ii) where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other computation is required to be made for the purpose of this Agreement, such determination or calculation shall be made in accordance with GAAP in effect on the date of such determination. If any accounting changes occur and such changes result in a material change in the calculation of the financial statements covenants, standards or terms used in this Agreement, then the Borrower, the Agent and the Lenders agree to discuss whether they wish to amend such provisions with the desired result that the criteria for evaluating the financial condition of the applicable Secured Companies shall be substantially similar after such accounting changes as if such accounting changes had not been made; Any such amendments shall become effective upon the execution and delivery of an amendment to this Agreement executed by the Borrower and the Required Lenders; and for greater certainty any such amendment executed by the Borrower and the Required Lenders shall be sufficient to bind all Lenders. If the Borrower and the Required Lenders do not execute and deliver such amendment within thirty (after giving effect 30) days following the date of implementation of any such accounting changes, then all calculations of financial covenants and other standards and terms in this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to such Accounting Change), accounting changes and the Borrower shall concurrently deliver to shall, in connection with the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to delivery of any financial statements under this Agreement, provide a management-prepared reconciliation of the financial covenants to such financial statements to such accounting changes. For the avoidance of doubt, notwithstanding any changes in order GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to determine compliance be classified and accounted for as Capital Leases or otherwise reflected on the Borrower's consolidated balance sheet, such lease obligations, whether incurred prior to or at any time after the Closing Date, shall continue to be excluded from the definition of Funded Debt and shall not constitute Funded Debt but shall continue to be treated as operating leases in a manner consistent with such financial covenants on the basis of GAAP in effect treatment prior to such Accounting Changechange.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms (and all defined terms used in the definition of any accounting term used in this Agreement shall term) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section VIII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time, and all provided that until so amended such financial computations hereunder covenants shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to covenant) contained herein, after the date hereof the Borrower Indebtedness of Parent and its Subsidiaries adopt any other accounting principles for use in shall be deemed to be carried at 100% of the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03)outstanding principal amount thereof, the Lenders and the Borrower effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall discuss be disregarded. For purposes of determining compliance with any covenant contained herein, whether they wish a lease constitutes a capital lease, and whether obligations arising under such lease are required to amend any relevant provisions of this Agreement that relate to be capitalized on the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as balance sheet of the date of this Agreement. Unless any lessee thereunder and/or recognized as interest expense in such amendments have been agreed upon by all parties hereto in writinglessee’s financial statements, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in all material respects in accordance with GAAP as in effect on the date of such financial statements (after giving effect to such Accounting Change)December 31, and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change2017 notwithstanding any modification or interpretive change occurring thereafter.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in this Agreement shall Article VIII) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the Closing Date applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the Closing Date in GAAP or in the application of GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII or compliance with Sections 7.1 or 7.4, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants or such Sections in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time, provided that until so amended such financial covenants and all financial computations hereunder such Sections shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein or the application thereof. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to covenant) contained herein, after the date hereof the Borrower Indebtedness of any Loan Party and its Subsidiaries adopt any other accounting principles for use in shall be deemed to be carried at 100% of the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03)outstanding principal amount thereof, the Lenders and the Borrower effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall discuss whether they wish to amend be disregarded. For the avoidance of doubt, any relevant provisions lease that is treated as an operating lease for purposes of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions GAAP as of the date Closing Date shall not be treated as debt or Indebtedness and shall continue to be treated as an operating lease (and any future lease that would be treated as an operating lease for purposes of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with GAAP as of the financial covenants in this Agreement Closing Date shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Changesimilarly treated), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in this Agreement shall Article VIII) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the Execution Date applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the Execution Date in GAAP or in the application of GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time, and all provided that until so amended such financial computations hereunder covenants shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein or the application thereof. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to covenant) contained herein, after the date hereof the Borrower Indebtedness of any Loan Party and its Subsidiaries adopt any other accounting principles for use in shall be deemed to be carried at 100% of the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03)outstanding principal amount thereof, the Lenders and the Borrower effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall discuss whether they wish to amend be disregarded. For the avoidance of doubt, any relevant provisions lease that is treated as an operating lease for purposes of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions GAAP as of the date Execution Date shall not be treated as debt and shall continue to be treated as an operating lease (and any future lease that would be treated as an operating lease for purposes of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with GAAP as of the financial covenants in this Agreement Execution Date shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Changesimilarly treated), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change.

Accounting Principles. Unless All computations and determinations as to accounting or financial matters shall be made, and, except as otherwise specifically expressly provided herein, any accounting term used in all financial statements to be delivered pursuant to this Agreement shall have the meaning customarily given such term be prepared, in accordance with GAAPwith, and all accounting or financial computations hereunder terms shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by have the phrase "in accordance with meanings ascribed to such terms by, GAAP" shall in no way be construed ; provided that if the Company notifies the Administrative Agent that the Company requests an amendment to limit any provision hereof to eliminate the foregoing. If there occurs effect of any change occurring after the date Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP from that used or in the preparation application thereof, then such provision shall be interpreted on the basis of the financial statements GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined made without giving effect to (i) any election under Accounting Standards Codification 800-00-00 (previously referred to as if no such Statement of Financial Accounting Change had occurred. In such event, the financial statements required Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to be provided by value any Indebtedness or other liabilities of the Borrower hereunder or any Subsidiary at “fair value”, as defined therein and (ii) 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). Notwithstanding anything to the contrary contained herein, (i) financial ratios and other financial calculations pursuant to this Agreement shall be prepared calculated on a Pro Forma Basis and (ii) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with GAAP in effect on the date definition of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changethat term.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms has the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in Article VIII has the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the Financial Covenants or any other provision hereof, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement shall have that would adjust such Financial Covenants or such other provisions in a manner that would preserve the meaning customarily given such term original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time, provided that until so amended such Financial Covenants and all financial computations hereunder such other provisions shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to Financial Covenants) contained herein, after the date hereof Indebtedness of the Borrower and its Subsidiaries adopt shall be deemed to be carried at 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. Without limiting the foregoing, any other accounting principles operating lease properly classified as an operating lease as of the Closing Date shall be classified and accounted for use in as an operating lease during the preparation term of their financial statements (such this Agreement for all purposes of this Agreement, notwithstanding any changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changerelating thereto.

Accounting Principles. Unless Except as otherwise specifically expressly provided herein, any all accounting term used in this Agreement terms not otherwise defined herein shall have the meaning customarily given such term meanings assigned to them in accordance conformity with GAAP, . Financial statements and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements information required to be provided delivered by the Borrower hereunder Parent to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Financial Statements. If GAAP shall change from as in effect on the date hereof and Requisite Lenders shall consent to any change in the methods for the preparation of such the financial statements (after giving effect and other information required to such Accounting Changebe delivered by Parent to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), the Borrower certificates required to be delivered pursuant to Section 5.1(d) demonstrating compliance with the financial covenants contained herein shall concurrently deliver include detailed calculations setting forth the adjustments necessary to demonstrate whether the Agent a reconciliation Credit Parties are in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants based upon GAAP as in effect on the basis date hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in, and determinations of compliance with the provisions of, Section 6 (including all relevant definitions used therein or for such purposes) hereof shall be made without giving effect to (i) any election under FASB Accounting Standards Codification 825 (or any other part of FASB’s Accounting Standards Codification having a similar result or effect) for all purposes, including without limitation, to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value” or to include any gain or loss attributable thereto in the calculation of net income (or loss) of any Credit Party or any Subsidiary of any Credit Party, (ii) any election under FASB Accounting Standards Codification 810 (or any other part of FASB’s Accounting Standards Codification having a similar result or effect) for all purposes , including without limitation, in the calculation of net income (or loss) of any Credit Party or any Subsidiary of any Credit Party giving effect to the inclusion of net income (or loss) attributable to non-controlling interests in less-than wholly-owned Subsidiaries, (iii) any election under FASB Accounting Standards Codification 805 (or any other part of FASB’s Accounting Standards Codification having a similar result or effect) for all purposes, including without limitation, to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value” or include any gain or loss attributable thereto in the calculation of net income (or loss) of any Credit Party or any Subsidiary of any Credit Party, unless, in each case, otherwise expressly provided for herein, or consented to by the Requisite Lenders. In the event that after the Closing Date, the Credit Parties change an existing accounting practice, or implement a new accounting practice, in each case solely for purposes of conforming to GAAP (each, an “Accounting Change”), then, in such event, Parent shall promptly notify Administrative Agent and Lenders thereof in writing, which notice shall include a description, in reasonable detail, of the Accounting Change, and then the Lenders and Credit Parties shall promptly meet and confer in good faith for the purpose of memorializing in writing an amendment of this Agreement, the effect prior of which shall be to such revise, as applicable (y) the definitions of the relevant financial terms contained herein, and/or (z) the levels or ratios to be maintained pursuant to the relevant financial covenants contained herein, in each case to the extent necessary to take into account the applicable Accounting Change.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; PROVIDED, HOWEVER, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in this Agreement Section 8.2 shall have the meaning customarily given to such term terms (and defined terms) under GAAP as in accordance effect on the date hereof applied on a basis consistent with GAAP, and all financial computations hereunder shall be computed those used in accordance with GAAP consistently appliedpreparing the Annual Statements referred to in Section 6.1.9((i)) [Historical Statements]. That certain items or computations are explicitly modified by In the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs event of any change after the date hereof any in GAAP, and if such change in GAAP from that used would result in the preparation of the financial statements referred inability to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, determine compliance with the financial covenants set forth in Section 8.2 based upon the Borrower's regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement shall that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with the Borrower's financial statements at that time, PROVIDED, HOWEVER, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) either the Agent or the Required Banks shall so object in effect on the date writing within 60 days after delivery of such financial statements (or after giving effect to the Banks have been informed of the changes in GAAP affecting such Accounting Changefinancial statements, if later), then for the period following such objection, unless otherwise agreed by the Borrower and the Required Banks, such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory Banks as to the Lenders showing all adjustments made to financial statements in order to determine compliance with which no such financial covenants on the basis of GAAP in effect prior to such Accounting Changeobjection shall have been made.

Accounting Principles. Unless otherwise specifically provided herein, any Any accounting term used not specifically defined in this Agreement Section 1 or elsewhere in this Guaranty, shall have the meaning customarily ascribed thereto by GAAP not inconsistent with the Guarantor's present accounting procedures, provided, that, if the Guarantor notifies the Agent that the Guarantor requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Guarantor that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such term change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAPherewith. Notwithstanding the foregoing, and all the financial computations hereunder statements furnished to the Banks pursuant hereto shall be computed made and prepared in accordance with GAAP consistently applied. That certain items applied throughout the periods involved (except as set forth in the notes thereto or computations are explicitly modified as otherwise disclosed in writing by the phrase "in accordance Guarantor to the Banks), provided, that (a) all computations determining compliance with GAAP" Sections 9.8 and 9.14, including definitions used therein, shall in no way be construed utilize accounting principles based on the Pro Rata Consolidation Method, (b) all computations determining compliance with Sections 9.8, 9.14 and 9.15, including definitions used therein, shall exclude interest income received by the Borrower or any of its Subsidiaries with respect to limit loans made by the foregoing. If there occurs after Borrower or such Subsidiary pursuant to Section 8.06(d) of the date hereof any change in GAAP Agreement, unless such loans are funded with the proceeds from that used Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in the preparation footnotes thereto or otherwise) of the financial statements referred to herein, after results of the date hereof the Borrower and its Subsidiaries adopt any other Guarantor using accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect based on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting ChangePro Rata Consolidation Method.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations1.3 and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in this Agreement shall Article VIII) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the Closing Date applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the Closing Date in GAAP or in the application of GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII or compliance with Sections 7.1 or 7.4, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants or such Sections in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time; provided, that until so amended such financial covenants and all financial computations hereunder such Sections shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein or the application thereof. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , (a) for purposes of determining compliance with any covenant (including the date hereof computation of any financial covenant) contained herein, Indebtedness of any Loan Party and its Subsidiaries shall be deemed to be carried at 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 (b) 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 change in accounting for leases pursuant to GAAP resulting from that used in the preparation implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and extent such adoption being referred would require treating any lease (or similar arrangement conveying the right to herein use) as "Accounting Changes"a capital lease where such lease (or similar arrangement) that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments would not have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with so treated under GAAP as in effect on December 31, 2015. Rounding. Any financial ratios required to be maintained pursuant to this Agreement1.4 shall be calculated by dividing the date appropriate component by the other component, carrying the result to one place more than the number of places by which such financial statements (after giving effect to such Accounting Change), ratio or percentage is expressed herein and rounding the Borrower shall concurrently deliver result up or down to the Agent nearest number (with a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changerounding-up if there is no nearest number).

Accounting Principles. Unless otherwise specifically provided hereinWhere the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, any accounting term used in this Agreement the same shall have the meaning customarily given such term be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement; provided that, if the Company notifies Prudential and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed holders of the Notes that the Company requests an amendment to limit any provision hereof to eliminate the foregoing. If there occurs effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Prudential or the Requisite Holders notifies the Company that Prudential or the Requisite Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP from that used or in the preparation application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purposes of calculating the Adjusted Leverage Ratio and the Interest Coverage Ratio, any Acquisition or any sale or other disposition outside the ordinary course of business by the Company or any of the financial statements referred Subsidiaries of any asset or group of related assets in one or a series of related transactions, the net proceeds from which exceed $1,000,000, including the incurrence of any Indebtedness and any related financing or other transactions in connection with any of the foregoing, occurring during the period for which such ratios are calculated shall be deemed to herein, after have occurred on the date hereof first day of the Borrower and its Subsidiaries adopt relevant period for which such ratios were calculated on a pro forma basis acceptable to the Requisite Holders. Notwithstanding the foregoing or any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions provision of this Agreement that relate providing for any amount to the calculation be determined in accordance with generally accepted accounting principles, for purposes of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, determining compliance with the financial covenants contained in this Agreement Agreement, any election by the Company to measure an item of Indebtedness (other than of the type described in clause (l) of the definition thereof) using fair value (as permitted by Accounting Standards Codification 000-00-00, formerly known as Statement of Financial Accounting Standards No. 159, or any similar accounting standard) shall be determined disregarded and such determination shall be made as if no such Accounting Change election had occurrednot been made. In such eventFor purposes of any determination under §5, the financial statements required all amounts incurred, outstanding or proposed to be provided by incurred or outstanding, and the Borrower hereunder amount of each investment, asset disposition or other applicable transaction, denominated in currencies other than Dollars shall be prepared in accordance with GAAP translated into Dollars at the Exchange Rates in effect on the date of such financial statements (after giving effect to such Accounting Change), and determination; provided that no Default shall arise as a result of any limitation set forth in Dollars in §5.6 or §5.7 being exceeded solely as a result of changes in Exchange Rates from those rates applicable at the Borrower shall concurrently deliver to the Agent a reconciliation time or times Indebtedness or Liens were initially consummated in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants reliance on the basis of GAAP exceptions under such Sections. Such Exchange Rates shall be determined in effect prior to such Accounting Changegood faith by the Company.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principals of consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 5.14 (and all defined terms used in the definition of any accounting term terms used in this Agreement Section 5.14) shall have the meaning customarily given to such term terms (and defined terms) under GAAP as in accordance effect on the date hereof applied on a basis consistent with GAAP, those used in preparing the annual financial statements of the US Borrower and all financial computations hereunder shall be computed its Subsidiaries referred to in accordance with GAAP consistently appliedSection 3.07. That certain items or computations are explicitly modified by In the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs event of any change after the date hereof any in GAAP, and if such change in GAAP from that used would result in the preparation of the financial statements referred inability to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, determine compliance with the financial covenants set forth in Section 5.14 based upon the US Borrower's regularly prepared financial statements by reason of the preceding sentence, or if such change would result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement so as to equitably reflect such change with the desired result that the criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be determined the same after such change as if no such Accounting Change change had occurred. In such eventnot been made; provided that, until so amended, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine US Borrower's compliance with such financial covenants covenants, standards or terms shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective. Notwithstanding anything to the contrary contained above or in the definition of Capitalized Lease Obligation, in the event of an accounting change (whether subsequent to or applied retroactively prior to the Closing Date) requiring leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements withall 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 change in accounting treatment of "operating" and "capital" leases scheduled to become effective for fiscal years beginning after December 15, 2018 as set forth in the Accounting Standards Update No. 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Board in February 2016, or any similar publication issued by the Financial Accounting Standards Board in connection therewith, in each case, if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect immediately prior to such Accounting Changeaccounting change)December 15, 2018.

Accounting Principles. Unless otherwise specifically provided herein, any Any accounting term used in this Agreement shall have have, unless otherwise specifically provided herein, the meaning customarily given such term in accordance with GAAP, GAAP and all financial computations hereunder shall be computed computed, unless otherwise specifically provided herein, in accordance with GAAP as consistently appliedapplied as to the Loan Parties on the date hereof. That certain items If any changes in GAAP are hereafter required or computations permitted and are explicitly modified adopted by the phrase "Loan Parties with the agreement of their certified public accountants and such changes result in accordance a change in the method of calculation of any of the financial covenants, restrictions or standards herein or in the related definitions or terms used therein, the parties hereto agree to enter into negotiations to amend such provisions so as to reflect equitably such changes with GAAP" the desired result that the criteria for evaluating the financial condition of the Loan Parties shall in be the same after such changes as if such changes had not been made; provided, however, that no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in would affect the preparation method of calculation of any of the financial statements referred covenants, restrictions or standards or definitions of terms used therein shall be given effect in such calculations until such provisions are amended in a manner reasonably satisfactory to herein, after Lender. Notwithstanding anything contained herein to the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03)contrary, the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writingacknowledge and agree that, for purposes of determining compliance with the financial covenants set forth in this Agreement Sections 6.8 and 6.17 (other than 6.17(a)) hereof, all calculations with respect thereto shall, to the extent applicable, be made on a Pro Forma Basis. In that regard, (a) any Indebtedness of a new acquired company which is retired in connection with a Permitted Acquisition shall be determined excluded from such calculations and deemed to have been retired as if no of the first day of such Accounting Change had occurredapplicable period, (b) any Indebtedness incurred to finance a Permitted Acquisition shall be deemed to have been incurred as of such day and (c) income statement items and other balance sheet items (whether positive or negative) attributable to the newly acquired company or business acquired in a Permitted Acquisition shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Lender and Loan Parties. In such eventaddition, to the financial statements required extent the Permitted Sale and Leaseback results in an obligation of the Loan Parties being treated as an operating lease under GAAP, then the Loan Parties' EBITDA shall, notwithstanding any implication contained herein to the contrary, be provided reduced by any and all rental expenses that would have been associated therewith had the Borrower hereunder shall be prepared in accordance with GAAP in effect Permitted Sale and Leaseback occurred on the date first day of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changeapplicable period.

Accounting Principles. Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.038.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Change.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; PROVIDED, HOWEVER, that (i) all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in this Agreement Section 8.2) shall have the meaning customarily given to such term in accordance with GAAP, terms (and all financial computations hereunder shall be computed in accordance with defined terms) under GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements hereof applied on a basis consistent with those used in preparing the Annual Statements referred to in Section 6.1.9(i) [Historical Statements] and (after giving effect to such Accounting Changeii), Consigned Inventory, and the Borrower corresponding account payable for the payment of such Consigned Inventory shall concurrently deliver to be excluded when computing the Agent a reconciliation amount of inventory or assets or accounts payable, as the case may be, of the Loan Parties for purposes of the financial covenants in form Section 8.2.15 through 8.2.18 or elsewhere in this Agreement and substance satisfactory to for purposes of the Lenders showing all adjustments made to financial statements definitions comprising such covenants. In the event of any change after the date hereof in order GAAP, and if such change would result in the inability to determine compliance with the covenants set forth in Section 8.2 based upon the Borrower's regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants on in a manner that would not affect the basis of GAAP substance thereof, but would allow compliance therewith to be determined in effect prior to such Accounting Changeaccordance with the Borrower's financial statements at that time.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principals of consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 5.14 (and all defined terms used in the definition of any accounting term terms used in this Agreement Section 5.14) shall have the meaning customarily given to such term terms (and defined terms) under GAAP as in accordance effect on the date hereof applied on a basis consistent with GAAP, those used in preparing the annual financial statements of the US Borrower and all financial computations hereunder shall be computed its Subsidiaries referred to in accordance with GAAP consistently appliedSection 3.07. That certain items or computations are explicitly modified by In the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs event of any change after the date hereof any in GAAP, and if such change in GAAP from that used would result in the preparation of the financial statements referred inability to herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, determine compliance with the financial covenants set forth in Section 5.14 based upon the US Borrower's regularly prepared financial statements by reason of the preceding sentence, or if such change would result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement so as to equitably reflect such change with the desired result that the criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be determined the same after such change as if no such Accounting Change change had occurred. In such eventnot been made; provided that, until so amended, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine US Borrower's compliance with such financial covenants covenants, standards or terms shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective. Notwithstanding anything to the contrary contained above or in the definition of Capitalized Lease Obligation, in the event of an accounting change (whether subsequent to or applied retroactively prior to the Closing Date) requiring leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such Accounting Change.accounting change). 264674781 265265096

Accounting Principles. Unless otherwise specifically provided herein, any Any accounting term used not specifically defined in this Agreement Article I or elsewhere in this Agreement, shall have the meaning customarily ascribed thereto by GAAP not inconsistent with the Borrower’s present accounting procedures, provided, that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Banks request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such term change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with GAAPherewith. Notwithstanding the foregoing, and all the financial computations hereunder statements to be furnished to the Banks pursuant hereto shall be computed made and prepared in accordance with GAAP consistently applied. That certain items applied throughout the periods involved (except as set forth in the notes thereto or computations are explicitly modified otherwise disclosed in writing by the phrase "in accordance Borrower to the Banks), provided, that (a) all computations determining compliance with GAAP" Section 8.13 hereof, including defined terms used therein, shall in no way be construed utilize accounting principles based on the Pro Rata Consolidation Method as opposed to limit the foregoing. If there occurs after full consolidation method of accounting, (b) all computations determining compliance with Article VIII hereof, including defined terms used therein, shall exclude interest income received by the date hereof Borrower or any change in GAAP of its Subsidiaries with respect to loans made by the Borrower or such Subsidiary pursuant to Section 8.06(b) and (d) hereof, unless such loans are funded with the proceeds from that used Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in the preparation footnotes thereto or otherwise) of the financial statements referred to herein, after the date hereof results of the Borrower and its Subsidiaries adopt any other using accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect based on the date of such financial statements (after giving effect to such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting ChangePro Rata Consolidation Method.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in Article VIII) have the meanings given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the date hereof in GAAP (as determined by the date of implementation of such change), and if such change would affect the computation of any of the financial covenants set forth in Article VIII (which shall include, for the avoidance of doubt, the effects of FASB ASC 842), then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement shall have that would adjust such financial covenants in a manner that would preserve the meaning customarily given such term original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower’s financial statements at that time, and all provided that until so amended such financial computations hereunder covenants shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to covenant) contained herein, after the date hereof the Borrower Indebtedness of any Loan Party and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements shall be deemed to be carried at one hundred percent (such changes in GAAP and such adoption being referred to herein as "Accounting Changes"100%) that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change)outstanding principal amount thereof, and the Borrower effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changebe disregarded.

Accounting Principles. Unless Except as otherwise specifically provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as provided herein, any accounting term in a manner consistent with that used in this Agreement shall preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in any financial ratio or financial covenant (and any definitions used in any financial ratio or financial covenant) have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the Closing Date applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the Closing Date in GAAP, and if such change would affect the computation of any financial ratio or financial covenant set forth herein, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial ratio or financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe financial statements of the Loan Parties at that time, and all provided that until so amended such financial computations hereunder ratio or financial covenant shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit Notwithstanding the foregoing. If there occurs after , for purposes of determining compliance with any ratio or covenant (including the date hereof computation of any change in GAAP from that used in the preparation of the financial statements referred to ratio, financial covenant or component thereof) contained herein, after the date hereof the Borrower Indebtedness of any Loan Party and its Subsidiaries adopt shall be deemed to be carried at 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. Notwithstanding anything to the contrary contained in Section 1.1 or in the definition of “Capital Lease”, all calculations, ratios, covenants or restrictions hereunder or under any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower Loan Documents shall discuss whether they wish to amend any relevant provisions of this Agreement that relate not give effect to the calculation accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”). To the extent FAS 842 would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease but such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments lease (or similar arrangement) would not have been agreed upon by all parties hereto in writing, compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required to be provided by the Borrower hereunder shall be prepared in accordance with so treated as a Capital Lease under GAAP as in effect on the date of December 31, 2015, such financial statements (after giving effect to such Accounting Change)lease shall not be considered a Capital Lease, and the Borrower all calculations and deliverables under this Agreement or any other Loan Document shall concurrently deliver to the Agent a reconciliation be made or delivered, as applicable, in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changeaccordance therewith.

Accounting Principles. Unless Except as otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAPLoan Agreement, all computations and determinations as to accounting or financial matters and all financial computations hereunder statements to be delivered pursuant to this Loan Agreement shall be computed made and prepared in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof (including principles of consolidation where appropriate); provided, however, that if any change in GAAP from or the application thereof occurs hereafter, or if BGI adopts a change to its accounting principles or methods with the agreement of its independent certified public accountants, and such change results in a change in the calculation of any financial covenant or restriction set forth herein, then the parties hereto agree to enter into and diligently pursue negotiations in order to amend such financial covenant or restriction so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition and results of operations of BGI and its Subsidiaries shall be the same after such change as if such change had not been made. Pending the resolution of any such negotiations, the Borrowers agree to provide to each of the Lenders such unaudited financial information and pro forma statements using the accounting methods and principles used in the preparation of the audited financial statements referred to herein, after for the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions Fiscal Year ended as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writingBalance Sheet Date, compliance with as are necessary to enable the Lenders to test the financial covenants in this Agreement contained herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required deemed to be provided by carried at 100% of the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change)outstanding principal amount thereof, and the Borrower effects of FASB ASC 825 on financial liabilities shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changebe disregarded.

Accounting Principles. Unless Except as otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with GAAPCredit Agreement, all computations and determinations as to accounting or financial matters and all financial computations hereunder statements to be delivered pursuant to this Credit Agreement shall be computed made and prepared in accordance with GAAP consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof (including principles of consolidation where appropriate); provided, however, that if any change in GAAP from or the application thereof occurs hereafter, or if BGI adopts a change to its accounting principles or methods with the agreement of its independent certified public accountants, and such change results in a change in the calculation of any financial covenant or restriction set forth herein, then the parties hereto agree to enter into and diligently pursue negotiations in order to amend such financial covenant or restriction so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition and results of operations of BGI and its Subsidiaries shall be the same after such change as if such change had not been made. Pending the resolution of any such negotiations, the Borrowers agree to provide to each of the Lenders such unaudited financial information and pro forma statements using the accounting methods and principles used in the preparation of the audited financial statements referred to herein, after for the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions Fiscal Year ended as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writingBalance Sheet Date, compliance with as are necessary to enable the Lenders to test the financial covenants in this Agreement contained herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be determined as if no such Accounting Change had occurred. In such event, the financial statements required deemed to be provided by carried at 100% of the Borrower hereunder shall be prepared in accordance with GAAP in effect on the date of such financial statements (after giving effect to such Accounting Change)outstanding principal amount thereof, and the Borrower effects of FASB ASC 825 on financial liabilities shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changebe disregarded.

Accounting Principles. Unless Except as otherwise specifically provided hereinin this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in this Agreement Section 8.2 [Negative Covenants] shall have the meaning customarily given to such term terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing Statements referred to in Section 6.1.6(i) [Historical Statements]. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 8.2 [Negative Covenants], then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with GAAPthe Borrower's financial statements at that time, and all provided that, until so amended such financial computations hereunder covenants shall continue to be computed in accordance with GAAP consistently appliedprior to such change therein. That certain items or computations are explicitly modified by Notwithstanding anything to the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. If there occurs after the date hereof any change in GAAP from that used in the preparation of the financial statements referred to contrary herein, after the date hereof the Borrower and its Subsidiaries adopt any other accounting principles for use in the preparation purposes of their financial statements (such changes in GAAP and such adoption being referred to herein as "Accounting Changes") that affects in any respect the calculation of any covenants contained in this Agreement (including those in section 7.03), the Lenders and the Borrower shall discuss whether they wish to amend any relevant provisions of this Agreement that relate to the calculation of such covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to their respective positions as of the date of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, determining compliance with the financial covenants in this Agreement shall be determined as if no such Accounting Change had occurred. In such eventAgreement, the financial statements required to be provided any election by the Borrower hereunder to measure any portion of a non-derivative financial liability at fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 000-00-00 (formerly known as FASB 159) or any similar accounting standard) shall be prepared in accordance with GAAP in effect on the date of disregarded and such financial statements (after giving effect to determination shall be made as if such Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in form and substance satisfactory to the Lenders showing all adjustments made to financial statements in order to determine compliance with such financial covenants on the basis of GAAP in effect prior to such Accounting Changeelection had not been made."