Common use of Accounting Principles Clause in Contracts

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as Unless otherwise specifically provided in this Agreementherein, 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 Section 8.2 [Negative Covenants] this Agreement shall have the meaning customarily given to such terms (term in accordance with GAAP, and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event all financial computations hereunder shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined computed in accordance with GAAP prior consistently applied. That certain items or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to giving effect to limit the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementforegoing. If at any time there occurs after the date hereof any change in GAAP would affect from that used in the computation 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 financial ratio or requirement set forth covenants contained in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agentthis Agreement (including those in section 7.03), the Lenders and the Borrower shall negotiate in good faith discuss whether they wish to amend such ratio or requirement any relevant provisions of this Agreement that relate to preserve the original intent thereof in light calculation of such change in GAAP (subject covenants with the intent of having their respective positions after such Accounting Changes conform as nearly as possible to the approval their respective positions as of the Required Lenders); provided until so amendeddate of this Agreement. Unless any such amendments have been agreed upon by all parties hereto in writing, (i) compliance with the financial covenants in this Agreement shall be determined as if no such ratio or requirement shall continue Accounting Change had occurred. In such event, the financial statements required to be computed provided by the Borrower hereunder shall be prepared in accordance with GAAP prior to in effect on the date of such change therein and (ii) the 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 ratio or requirement made before and (after giving effect to such change Accounting Change), and the Borrower shall concurrently deliver to the Agent a reconciliation in GAAPform 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. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrower and to its Operating Cash Flow, Total Debt, Fixed Charges, Pro Forma Debt Service, and other such terms shall be delivered deemed to refer to such items of the Borrower and its Restricted Subsidiaries, on a fully consolidated basis. The Borrower shall deliver to the Banks at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Banks shall object in writing to the Borrower's determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrower, the Administrative Agent, the Lenders and the Borrower shall Majority Banks will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrower complies in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. (a) Except as otherwise provided in 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. In the event GAAP changes after the date hereof in a manner that causes noncompliance with the covenants hereof, however, that all accounting terms used the parties hereto shall agree in Section 8.2 [Negative Covenants] (good faith to modify the covenants and all the related defined terms used to compensate for such change in GAAP. Notwithstanding the definition foregoing, all leases and obligations of any accounting term used Pubco Guarantor and its Subsidiaries that are or would be characterized as operating leases or operating lease obligations in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under accordance with GAAP as in effect on prior to the date hereof applied of implementation of FASB ASU No. 2016-02, Leases (Topic 842) (whether or not such operating lease or operating lease obligations were in effect on such date) shall continue to be (or shall be, in the case of any such leases or obligations not in effect on such date) accounted for as operating leases and operating lease obligations (and not as capital leases, finance leases or Capitalized Lease Obligations) for all purposes under this Agreement and the other Credit Documents, regardless of any change in GAAP that would otherwise require such leases to be treated or recharacterized as capital leases or finance leases or such obligations to be treated or recharacterized (on a prospective or retroactive basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(aor otherwise) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any as finance lease be 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 prior to obligations or Capitalized Lease Obligations and without giving effect to the Accounting Standards Codification implementation of FASB ASU No. 2016-02, Leases (Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as Unless otherwise provided in this Agreementindicated, all computations financial calculations in respect of the Loan Parties or any Loan Party are on a consolidated basis for the Loan Parties and determinations as to accounting defined terms assume that financial information is prepared or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared calculated on a consolidated basis for the Loan Parties 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 GAAPapplicable Accounting Practices; provided, however, that all accounting terms used with respect to the financial covenants in Section 8.2 [Negative Covenants] 10 of this Agreement (and all defined terms used to the extent necessary, related definitions), such financial calculations shall use financial information prepared or calculated on a consolidated basis for the Loan Parties in accordance with the Loan Parties’ past accounting practices and historical financial statements only; provided, further, that in the event the Loan Parties’ are unable to fully transition to GAAP accounting by the time provided in the definition of “Accounting Practices”, then the Loan Parties may request a reasonable extension of such transition period from Agent, which request (a) may be made via email notification (with confirmed receipt), (b) shall be subject to Agent’s approval in its sole discretion and (c) if granted, shall not result in a waiver fee or similar payment to Agent or Lenders. If any accounting term used changes in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (GAAP are hereafter required or permitted and defined terms) under GAAP as in effect on the date hereof applied are adopted by Loan Parties on a consolidated basis consistent with those the agreement of their certified public accountants and such changes result in 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 in preparing therein, the Historical Statements referred parties hereto agree to in Section 6.9(a) [Historical Statements]). For enter into negotiations to amend such provisions so as to reflect equitably such changes with the avoidance desired result that the criteria for evaluating the financial condition of doubt, (i) in no event Loan Parties on a consolidated basis shall any lease be deemed a capital lease for purposes of this Agreement the same after such changes as if such lease would have changes had not been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842made; provided, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any however, that no change in GAAP that would affect the computation method of calculation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required financial 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 Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in 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] Article VII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Article VII shall have 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 Historical Statements statements referred to in Section 6.9(a) [Historical Statements])6.4. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would affect the computation of any of the financial covenants set forth in no event shall any lease be deemed a capital lease for purposes of Article VII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to giving effect such change therein. Notwithstanding any provision contained herein to the contrary, solely for purposes of calculating any financial covenant required hereunder, such calculation shall ignore the application of the Convertible Debt Accounting Standards Codification Topic 842Guidance, Leases if and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementthe extent otherwise applicable to Borrower’s financial statements. If at any time any material change in GAAP would materially affect the computation of any financial ratio or requirement set forth in any of the Loan DocumentDocuments, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required LendersLenders (which shall not be unreasonably withheld)); provided provide that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 an explanation of such ratio or requirement made before and after giving effect to the impact of such change in GAAPreasonable detail satisfactory to the Administrative Agent.

Accounting Principles. Except as Unless otherwise stated, (a) GAAP determines all accounting and financial terms and compliance with financial covenants; (b) all accounting principles applied in a current period must be consistent in all material respects with those applied during the preceding comparable period, unless the change is required by GAAP; provided however, if the Borrower wishes to change an accounting principle that is not consistent with that applied during the preceding comparable period, and is not required under GAAP, such change shall not be effective unless (i) the Borrower shall have objected in this Agreement, all computations and determinations as writing to accounting or financial matters and all determining such compliance on such basis within ten (10) days of delivery to the Administrative Agent of the financial statements relating to be delivered pursuant to this Agreement such period, or (ii) the Majority Lenders shall so object in writing within thirty (30) days after receipt of such financial statements, in either of which events such calculations 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 6.9(a8.1 hereof, shall mean the Current Financials); and (c) [Historical Statements]). For the avoidance Borrower shall deliver to the Administrative Agent at the same time as the delivery of doubt, any annual or quarterly financial statement under Section 8.1 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have objection has been categorized as an operating lease as determined made in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases proviso of subparagraph (b) above and (ii) all lease liabilities and right reasonable estimates of use assets in each case related the difference between such statements arising as a consequence thereof. Notwithstanding the foregoing to operating leases shall the contrary, for changes which are required under GAAP where GAAP does not require restatement or pro forma disclosure of the impact of the change on prior periods, the impact of the change on prior periods will only be excluded from all calculations made under this Agreementdisclosed if reasonably practical to estimate. If Furthermore, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentherein, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the therein. If either Borrower or Majority Lenders shall provide to the so request, Administrative Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to give effect to such change in GAAP. If Administrative Agent and Borrower agree on such amendment, Administrative Agent shall notify Lenders and distribute such amendment to Lenders and unless Majority Lenders object in writing within ten (10) Business Days of the date such notice is delivered to Lenders, such amendment shall become effective in accordance with its terms automatically, without any further action on the part of Borrower, Administrative Agent or Lenders; provided that, until so amended, the Financial Statements required to be delivered by Borrower to Administrative Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth pursuant to Section 8.1 hereof shall be accompanied by a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]), except in the case of the definition of “Maintenance Capital Expenditures,” as contemplated in the definition thereof. For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentAgents, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent Agents 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided herein, (i) each financial term in 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 interpreted 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied 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 basis consistent with those material change in the calculation of the financial covenants, standards or terms used in preparing this Agreement, then the Historical Statements referred 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 (30) days following the date of implementation of any such accounting changes, then all calculations of financial covenants and other standards and terms in Section 6.9(a) [Historical Statements])this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to such accounting changes and the Borrower shall, in connection with the delivery of any financial statements under this Agreement, provide a management-prepared reconciliation of the financial covenants to such financial statements to such accounting changes. For the avoidance of doubt, (i) notwithstanding any changes in no event shall any GAAP after the Closing Date that would require lease obligations that would be deemed a capital lease treated as operating leases as of the Closing Date to be classified and accounted for purposes of this Agreement if as Capital Leases or otherwise reflected on the Borrower's consolidated balance sheet, such lease would have been categorized as an operating lease as determined in accordance with GAAP obligations, whether incurred prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If or at any time any change in GAAP would affect after the computation of any financial ratio or requirement set forth in any Loan DocumentClosing Date, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed excluded from the definition of Funded Debt and shall not constitute Funded Debt but shall continue to be treated as operating leases in accordance a manner consistent with GAAP such treatment prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPchange.

Accounting Principles. Except 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 provided specified in 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 or SAP. If a change in GAAP or SAP after the date of this Agreement would require a change affecting the calculation of any requirement under this Agreement, then the Administrative Agent and the Borrowers shall negotiate in good faith for the amendment of the affected requirements (including principles which amendment shall be subject to the approval of consolidation where appropriatethe Required Lenders as provided for in Section 10.3.1), 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] (until and all defined terms used in unless such an amendment is agreed upon, the definition requirements of any accounting term used in Section 8.2 [Negative Covenants] this Agreement shall have the meaning given remain as written and compliance therewith shall be determined according to such terms (and defined terms) under GAAP or SAP, as applicable, in effect on prior to the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements])change. For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized FASB ASC 320 and FASB ASC 220 should apply, and continue to apply, as an operating lease as determined they exist on the Closing Date unless the Required Lenders and the Borrowers mutually agree otherwise. If PLC notifies the Administrative Agent that it intends to discontinue providing financial statements in accordance with GAAP prior or PLICO notifies the Administrative Agent that it intends to giving effect to discontinue providing financial statements in accordance with SAP, then the Accounting Standards Codification Topic 842, Leases Borrowers and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend for a replacement accounting standard, provided, however, until such ratio or requirement to preserve replacement accounting standard is agreed upon, the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement applicable Borrower shall continue to be computed use GAAP or SAP, as applicable, in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide preparing its financial statements. Notwithstanding anything herein to the Administrative Agent contrary, for purposes of calculating the financial covenants set forth in Sections 5.12 and the Lenders financial statements 5.13 and other documents required 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 this Agreement 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 reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving under GAAP as in effect to such change in GAAPon December 31, 2015.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Annual Statements referred to in Section 6.9(a6.1.9(i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would result in no event shall any lease be deemed a capital lease for purposes the inability to determine compliance with the financial covenants set forth in Section 8.2 [Negative Covenants] 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 if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior the Borrower’s financial statements at that time, provided, however, if (i) the Borrower shall object to giving effect determining such compliance on such basis at the time of delivery of such financial statements due to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect or the computation of any financial ratio rules promulgated with respect thereto, or requirement set forth in any Loan Document, and (ii) either the Borrower Agent or the Required Lenders shall so request, the Administrative Agent, object in writing within 60 days after delivery of such financial statements (or after the Lenders and have been informed of the changes in GAAP affecting such financial statements, if later), then for the period following such objection, unless otherwise agreed by the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of and the Required Lenders); provided until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance made on a basis consistent with GAAP prior to such change therein and (ii) the most recent financial statements delivered by the 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 to which no such ratio or requirement made before and after giving effect to such change in GAAPobjection shall have been made.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentCEI Agents, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent Agents 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided Should any change in U.S. generally accepted principles from those used in the preparation of the audited consolidated financial statements of Borrower referred to in Section 5.3(b) occur by reason of any change in the rules, regulations, regulations, pronouncements, opinion or other requirements of the Financial Accounting Standards Board (FASB) (or any successor thereto or agency with similar function), or if Borrower adopts the International Financial Reporting Standards, and such change in accounting principles and/or adoption of such standards results in a change in the method or results of calculation of financial covenants and/or defined terms contained in 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 then at the option 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBanks or Borrower, the Administrative Agent, the Lenders and the Borrower shall negotiate in parties will enter into good faith negotiations to amend such ratio or requirement financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to preserve reflect fairly such changes and/or adoption so that the original intent thereof criteria for evaluating the financial condition of Borrower shall be the same in light commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and calculation of such change financial covenants and/or defined terms related thereto hereunder shall be determined in GAAP (subject to the approval of the Required Lendersmanner so agreed); provided that, until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance with GAAP prior to such change therein or adoption; provided, further that, any obligations relating to a lease that in accordance with GAAP in effect on the Effective Date, would be accounted for by the Borrower as an operating lease shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capital Lease (ii) and any future, replacement or amended lease, if it were in effect on the Effective Date, that would be treated as an operating lease for purposes of GAAP as of the Effective Date shall be treated as an operating lease); provided, further that, 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 which include a reconciliation between calculations of showing such ratio or requirement made treatment before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise 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 shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VIII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall Article VIII) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof Closing Date applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the Closing Date in GAAP or in the application of GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII or compliance with Sections 7.1 or 7.4, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio financial covenants or requirement to such Sections in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders)Borrower’s financial statements at that time; provided provided, that until so amended, (i) amended such ratio or requirement financial covenants and such Sections shall continue to be computed in accordance with GAAP prior to such change therein or the application thereof. Notwithstanding the foregoing, (a) for purposes of determining compliance with any covenant (including the 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 (iib) the Borrower all terms of an accounting or financial nature used herein shall provide be construed, and all computations of amounts and ratios referred 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 ratio or requirement made before and after herein shall be made, without giving effect to such any change in GAAPaccounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this Article I or elsewhere in the Agreement, all computations shall have the meaning 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements to be delivered furnished to the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP except as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentthe notes thereto or otherwise disclosed in writing by the Borrower to the Banks), and either provided, that (a) all computations determining compliance with Section 8.13, including definitions used therein, shall utilize accounting principles based on the Pro Rata Consolidation Method as opposed to the full consolidation method of accounting, (b) all computations determining compliance with Article VIII, including definitions used therein, shall exclude interest income received by the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate or such Subsidiary pursuant to Section 8.06(d) of this Agreement, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in good faith to amend such ratio the footnotes thereto or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval otherwise) of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) financial results of the Borrower shall provide to using accounting principles based on 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 ratio or requirement made before and after giving effect to such change in GAAPPro Rata Consolidation Method.

Accounting Principles. Except as otherwise 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 shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] any financial ratio or financial covenant (and all defined terms any definitions used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall financial ratio or financial covenant) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof Closing Date applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the Closing Date in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement financial covenant set forth in any Loan Documentherein, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such financial ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval financial statements of the Required Lenders); Loan Parties at that time, provided that until so amended, (i) amended such financial ratio or requirement financial covenant shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding the foregoing, for purposes of determining compliance with any ratio or covenant (including the computation of any financial ratio, financial covenant or component thereof) contained herein, Indebtedness of any Loan Party and (ii) its Subsidiaries shall be deemed to be carried at 100% of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. Without limiting the foregoing, any operating lease properly classified as an operating lease as of the Closing Date shall be classified and other documents required under accounted for as an operating lease during the term of this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations for all purposes of such ratio or requirement made before and after giving effect to such change this Agreement, notwithstanding any changes in GAAPGAAP relating thereto.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to --------------------- GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Operating Cash Flow, Senior Debt, Total Debt, Fixed Charges, Pro Forma Debt Service, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Banks at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Banks shall object in writing to the Borrowers' determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Lenders and the Borrower shall Majority Banks will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. Except as otherwise provided in 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 principals of consolidation 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] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have 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 Historical Statements annual financial statements of the US Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement 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, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the US Borrower's compliance with such financial 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 (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations 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 ratio or requirement made before and after giving 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 change in GAAPaccounting change).

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentCEI Agents, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent Agents 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise 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 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 Section 8.2 [Negative Covenants] shall term) have 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 Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentSection VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Parent and (ii) its Subsidiaries shall be deemed to be carried at 100% of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. For purposes of determining compliance with any covenant contained herein, whether a lease constitutes a capital lease, and other documents whether obligations arising under such lease are required under this Agreement to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in such lessee’s financial statements, shall be determined in all material respects in accordance with GAAP as in effect on December 31, 2017 notwithstanding any modification or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such interpretive change in GAAPoccurring thereafter.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For , except in the avoidance case of doubt, (i) the definition of “Maintenance Capital Expenditures,” as contemplated in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementdefinition thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentAgents, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent Agents 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in 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 7.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 7.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a5.1.9(i) [Historical Statements]). For Notwithstanding the avoidance of doubtforegoing, (i) if the Parent notifies the Administrative Agent in no event shall writing that the Parent wishes to amend any lease be deemed a capital lease for purposes financial covenant in Section 7.2 [Negative Covenants] of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior and/or any related definition to giving include the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio or requirement set forth in any Loan Documentcovenants and/or definitions, and either the Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders Required Banks and the Borrower Parent shall negotiate in good faith to amend such ratio ratios or requirement requirements to (a) preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders)Banks) and (b) insure that the operation of the financial covenants, representations and warranties, and the Events of Default applicable under the Loan Documents are not more restrictive as a result of the effect of any such change in GAAP; provided that, until so amended, (i) the operation of the financial covenants, representations and warranties, and the Events of Default under the Loan Documents shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such ratio notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein the Parent and (ii) the Borrower Required Banks, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 7.3.1 [Quarterly Financial Statements] and other documents required under Section 7.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPby the Administrative Agent.

Accounting Principles. Except as otherwise provided in 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 principals of consolidation 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] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have 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 Historical Statements annual financial statements of the US Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement 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, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the US Borrower's compliance with such financial 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 (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations 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 ratio accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements withall terms of an accounting or requirement financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made before and after 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 GAAPeffect immediately prior to such accounting change)December 15, 2018.

Accounting Principles. Except as otherwise provided Any accounting term used in 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 have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP (including principles of consolidation where appropriate), and all accounting financial computations hereunder shall be computed, unless otherwise specifically provided herein, in accordance with GAAP as consistently applied as to the Loan Parties on the date hereof. If any changes in GAAP are hereafter required or permitted and are adopted by the Loan Parties with the agreement of their certified public accountants and such changes result in 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 the desired result that the criteria for evaluating the financial condition of the Loan Parties shall have be the meanings ascribed to same after such terms by GAAPchanges as if such changes had not been made; provided, however, that all accounting no change in GAAP that would affect the method of calculation of any of the financial covenants, restrictions or standards or definitions of terms used therein shall be given effect in Section 8.2 [Negative Covenants] (such calculations until such provisions are amended in a manner reasonably satisfactory to Lender. Notwithstanding anything contained herein to the contrary, the parties hereto acknowledge and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtagree that, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if determining compliance with the financial covenants set forth in 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 excluded from such lease would calculations and deemed to have been categorized retired as of the first day of such applicable 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 addition, to the extent the Permitted Sale and Leaseback results in an obligation of the Loan Parties being treated as an operating lease as determined in accordance with GAAP prior to giving effect under GAAP, then the Loan Parties' EBITDA shall, notwithstanding any implication contained herein to the Accounting Standards Codification Topic 842contrary, Leases be reduced by any and (ii) all lease liabilities rental expenses that would have been associated therewith had the Permitted Sale and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect Leaseback occurred on the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval first day of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPapplicable period.

Accounting Principles. Except as otherwise provided in 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; providedPROVIDED, howeverHOWEVER, 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 Section 8.2 [Negative Covenants] 8.2) shall have 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 Historical Annual Statements referred to in Section 6.9(a6.1.9(i) [Historical Statements]] and (ii). For , Consigned Inventory, and the avoidance corresponding account payable for the payment of doubtsuch Consigned Inventory shall be excluded when computing the amount of inventory or assets or accounts payable, (i) in no event shall any lease be deemed a capital lease as the case may be, of the Loan Parties for purposes of the financial covenants in Section 8.2.15 through 8.2.18 or elsewhere in this Agreement and for purposes of the definitions comprising such covenants. In the event of any change after the date hereof in GAAP, and if such lease change would have been categorized as 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 operating lease as amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Borrower's financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPat that time.

Accounting Principles. Except 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, the same shall 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 the holders of the Notes that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such 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 or in the application thereof, then such provision shall be interpreted on the basis of GAAP as otherwise provided 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 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 have occurred on the first day of the relevant period for which such ratios were calculated on a pro forma basis acceptable to the Requisite Holders. Notwithstanding the foregoing or any other provision of this Agreement providing for any amount to be determined in accordance with generally accepted accounting principles, for purposes of determining compliance with the financial covenants contained in this Agreement, all computations 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 disregarded and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement such determination shall be made and prepared in accordance with GAAP (including principles as if such election had not been made. For purposes of consolidation where appropriate)any determination under §5, all amounts incurred, outstanding or proposed to be incurred or outstanding, and all accounting the amount of each investment, asset disposition or financial terms other applicable transaction, denominated in currencies other than Dollars shall have be translated into Dollars at 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as Exchange Rates in effect on the date hereof applied on of such determination; provided that no Default shall arise as a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation result of any financial ratio or requirement limitation set forth in any Loan Document, and either 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 time or times Indebtedness or Liens were initially consummated in reliance on the Required Lenders exceptions under such Sections. Such Exchange Rates shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate be determined in good faith to amend such ratio or requirement to preserve by the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPCompany.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] ]) shall have 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 Historical Annual Statements referred to in Section 6.9(a) 6.1.8.1 [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest determinations (or requirement set forth in any Loan Document, and either if the Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the Administrative definition of the term Leverage Ratio for purposes of interest determinations to eliminate the effect of any such change in GAAP), then the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, such approval not to be unreasonably delayed); provided that, until so amended, (i) the Borrower’s compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue to be computed in accordance with GAAP prior to such change therein covenants or definitions are amended as contemplated above, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations by the Agent. Notwithstanding any other provision contained herein, all terms of such ratio an accounting or requirement financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made before and after (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such change Indebtedness in GAAPa reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Principles. Except as otherwise 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, 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 shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] any financial ratio or financial covenant (and all defined terms any definitions used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall financial ratio or financial covenant) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof Closing Date applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the Closing Date in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement financial covenant set forth in any Loan Documentherein, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such financial ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval financial statements of the Required Lenders); Loan Parties at that time, provided that until so amended, (i) amended such financial ratio or requirement financial covenant shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding the foregoing, for purposes of determining compliance with any ratio or covenant (including the computation of any financial ratio, financial covenant or component thereof) contained herein, Indebtedness of any Loan Party and (ii) its Subsidiaries shall be deemed to be carried at 100% of the Borrower outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall provide be disregarded. Notwithstanding anything to the Administrative Agent contrary contained in Section 1.1 or in the definition of “Capital Lease”, all calculations, ratios, covenants or restrictions hereunder or under any other Loan Documents shall not give effect to the 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 lease (or similar arrangement) would not have been required to be so treated as a Capital Lease under GAAP as in effect on December 31, 2015, such lease shall not be considered a Capital Lease, and the Lenders financial statements all calculations and other documents required deliverables under this Agreement or any other Loan Document shall be made or delivered, as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change applicable, in GAAPaccordance therewith.

Accounting Principles. Changes in GAAP. Except as otherwise provided in 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 Terms used in Section 8.2 [Negative Covenants] (and all defined terms Terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a6.1.6(i) [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest and Letter of Credit Fee determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest or requirement set forth in any Loan Document, and either Letter of Credit Fee determinations (or if the Administrative Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the definition of the term Leverage Ratio for purposes of interest and Letter of Credit Fee determinations to eliminate the effect of any such change in GAAP), then the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) the Loan Parties' compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest and Letter of Credit Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower and the Required Lenders, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Sections 8.3.1 [Quarterly Financial Statements] and other documents required under 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPby the Administrative Agent.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to --------------------- GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrower and to its Annualized Operating Cash Flow, Total Debt, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrower and its Restricted Subsidiaries, on a fully consolidated basis. The Borrower shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrower's determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrower, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrower complies in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. Except as otherwise 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 shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VIII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall Article VIII) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof Execution Date applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the Execution Date in GAAP or in the application of GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein or the application thereof. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any Loan Party and (ii) its Subsidiaries shall be deemed to be carried at 100% of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. For the avoidance of doubt, any lease that is treated as an operating lease for purposes of GAAP as of the Execution Date shall not be treated as debt and other documents required under this Agreement or shall continue to be treated as reasonably requested hereunder setting forth a reconciliation between calculations an operating lease (and any future lease that would be treated as an operating lease for purposes of such ratio or requirement made before and after giving effect to such change in GAAPGAAP as of the Execution Date shall be similarly treated).

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations as Agreement to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement GAAP 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP principles as in effect on from time to time. In the date hereof applied on event that any Accounting Change (as defined below) shall occur and such change results in a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation method of any calculation of such financial ratio or requirement set forth in any Loan Documentcovenants, and then, upon request by either the Borrower or the Required Lenders shall so requestLenders, the Borrower and Administrative Agent, Agent and the Lenders agree to enter into negotiations in order to amend, subject to Required Lender approval, such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s and its Subsidiaries’ financial condition and results of operations shall be the Borrower same after such Accounting Change as if such Accounting Change had not been made; provided that any change affecting the computation of the financial covenants set forth in Section 7.8 shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (be subject solely to the approval of the Required Revolving Lenders); provided until so amended. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, (ia) such ratio or requirement all financial covenants shall continue to be computed in accordance with GAAP prior to calculated or construed as if such change therein Accounting Change had not occurred and (iib) the 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 ratio or requirement made before and after giving effect to such change in GAAP, provided that the Borrower shall be obligated to do so only once. Any change in GAAP occurring after the date hereofDecember 15, 2018 (or any change in the implementation in GAAP or future periods that are contemplated as of December 15, 2018), that would require operating leases to be treated as Capital Leases (whether or not such operating lease was in effect on such date) shall be disregarded for the purposes of determining Indebtedness and any financial ratio or compliance requirement in any Loan Document. “Accounting Change” refers to any change in GAAP, including, without limitation, changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board, or the adoption by the Borrower of International Financial Reporting Standards. All accounting terms used herein without definition shall be used as defined under GAAP.

Accounting Principles. Except as otherwise provided herein, (i) each financial term in 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 interpreted 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied 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 basis consistent with those material change in the calculation of the financial covenants, standards or terms used in preparing this Agreement, then the Historical Statements referred 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 (30) days following the date of implementation of any such accounting changes, then all calculations of financial covenants and other standards and terms in Section 6.9(a) [Historical Statements])this Agreement and the other Loan Documents shall continue to be prepared, delivered and made without regard to such accounting changes and the Borrower shall, in connection with the delivery of any financial statements under this Agreement, provide a management-prepared reconciliation of the financial covenants to such financial statements to such accounting changes. For the avoidance of doubt, (i) notwithstanding any changes in no event shall any GAAP after the Original Closing Date that would require lease obligations that would be deemed a capital lease treated as operating leases as of the Original Closing Date to be classified and accounted for purposes of this Agreement if as Capital Leases or otherwise reflected on the Borrower's consolidated balance sheet, such lease would have been categorized as an operating lease as determined in accordance with GAAP obligations, whether incurred prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If or at any time any change in GAAP would affect after the computation of any financial ratio or requirement set forth in any Loan DocumentOriginal Closing Date, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed excluded from the definition of Funded Debt and shall not constitute Funded Debt but shall continue to be treated as operating leases in accordance a manner consistent with GAAP such treatment prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPchange.

Accounting Principles. Except as otherwise provided in 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 principals of consolidation 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] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have 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 Historical Statements annual financial statements of the US Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement 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, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the US Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the US Borrower's compliance with such financial 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 (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations 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 ratio or requirement made before and after giving 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 change in GAAP.accounting change). 264674781 265265096

Accounting Principles. Except as otherwise provided in Where the character or amount of any asset, liability or indebtedness or item of income or expense is required to be determined, or any consolidation or combination or other accounting computation is required to be made for any purpose under this Agreement, all computations and determinations as to accounting or financial matters and all financial statements Agreement (including the contents of any certificate to be delivered pursuant to this Agreement shall hereunder), such determination, consolidation, combination or other accounting computation shall, unless the parties otherwise agree or the context otherwise requires, be made and prepared in accordance with GAAP and, with respect to the Ratios and other financial covenants herein contained (including principles of consolidation where appropriateincluding, for greater certainty, those contemplated in Section 14.2), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used be made in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under accordance with GAAP as in effect on the date hereof applied of, or at the end of the period covered by, the financial statements on a the basis consistent with those used in preparing of which such Ratios and other financial covenants are computed; provided however that if there occurs after the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes date of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect that affects in any material respect the computation calculations of any such Ratios and other financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestCREDIT AGREEMENT – PAGE 4 covenants, the Administrative Agent, the Lenders Finance Parties and the Cdn Borrower shall use commercially reasonable efforts to negotiate in good faith amendments to amend the provisions of this Agreement that relate to the calculation of any such ratio or requirement to preserve Ratio(s) and other financial covenants with the original intent thereof in light of having the respective positions of the Finance Parties and the Cdn Borrower after such change in GAAP (subject conform as nearly as possible to their respective positions as at the approval date of the Required Lenders)this Agreement; and provided further that, until so amended, (i) all such ratio or requirement Ratios and other financial covenants shall continue to be computed calculated in accordance with GAAP prior to such change therein (and as if no such change in GAAP has occurred) and (ii) the Cdn 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 ratio or requirement Ratios and other financial covenants made before and after giving effect to such change in GAAP.; it being agreed that (x) the Cdn Borrower shall not be required to pay any fees (whether work fees, amendment fees or other similar fees) to any Finance Party in connection with or in respect of any such amendment, and (y) for greater certainty, for all purposes of this Section 1.7, an “amendment” means any amendment which is strictly limited to the provisions relating to the calculation of any such Ratio(s) or other financial covenants and shall not in any way include any amendment purporting to encompass or constitute a waiver of any Default under any such Ratio(s) or other financial covenants or to modify the required maintenance level of any such Ratio(s) or other financial covenants as intended by the parties as at the date of this Agreement. For the purposes of computing the Ratios and other financial covenants herein contained (including, for greater certainty, those contemplated in Section 14.2), such Ratios and financial covenants shall be determined and calculated, with respect to any relevant period, on a Pro Forma Basis,

Accounting Principles. (i) As used in this Loan Agreement, Generally Accepted Accounting Principles shall be established on the date a relevant computation or determination is to be made or the date of relevant financial statements as the case may be. (ii) Except as otherwise provided in this Loan Agreement, all computations and determinations as to accounting or financial matters shall be made, and all financial statements to be delivered pursuant to this Loan Agreement shall be made and prepared prepared, in accordance with GAAP Generally Accepted Accounting Principles (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] Generally Accepted Accounting Principles. (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined termsiii) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect Generally Accepted Accounting Principles after the computation date of any financial ratio this Loan Agreement is or requirement set forth shall be required to be applied to transactions then or thereafter in any Loan Documentexistence, and either a violation of one or more provisions of this Loan Agreement shall have occurred or in the Borrower opinion of the Co-Borrowers would likely occur which would not have occurred or be likely to occur if no change in accounting principles had taken place, (a) the Required Lenders shall so request, the Administrative Agent, the Lenders Co-Borrowers and the Lender agree that such violation shall not be considered to constitute an Event of Default or a Potential Event of Default for a period of thirty (30) days from the date a Co-Borrower shall notifies the Lender of the applicability of this Section 1.03( iii); (b) the Co-Borrowers and the Lender agree in such event to negotiate in good faith an amendment to amend such ratio or requirement this Loan Agreement which shall approximate to preserve the extent possible the economic effect of the original intent thereof financial covenants after taking into account such change in light Generally Accepted Accounting Principles; and (c) if the Co-Borrowers and the Lender are unable to negotiate such an amendment within the thirty (30) day period described in clause (a) above, the Co-Borrowers shall have the option of (1) prepaying and terminating the Loan Facility (pursuant to all applicable provisions hereof) or (2) submitting the draft of such an amendment to a firm of independent certified public accountants acceptable to the Co- Borrowers and the Lender (each acting reasonably), which shall complete its draft of such amendment within thirty (30) days of submission and which amendment shall be promptly executed by the Co- Borrowers and the Lender and made effective; if the Co-Borrowers and the Lender cannot agree, the firm shall be selected by binding arbitration in Iselin, New Jersey in accordance with the rules then in effect of the American Arbitration Association and the amendment drafted by such firm shall thereafter be executed by the Co-Borrowers and the Lender and made effective. If the Co-Borrowers do not exercise either such option within said period, then as used in this Loan Agreement, Generally Accepted Accounting Principles shall mean generally accepted accounting principles in effect at the relevant date. The Co-Borrowers and the Lender agree that if the Co-Borrowers elect the option in clause (2) above, until such firm has been selected and such amendment has been executed and made effective, no such violation shall constitute an Event of Default or a Potential Event of Default. (iv) If any change in Generally Accepted Accounting Principles after the date of this Loan Agreement is required to be applied to transactions or conditions then or thereafter in existence, and the Lender shall assert that the effect of such change is or shall likely be to distort materially the effect of any of the definitions of financial terms in GAAP Article I of this Loan Agreement or any of the covenants of the Co-Borrowers in Article VIII of this Loan Agreement (subject hereinafter collectively referred to as the “Financial Provisions”), so that the intended economic effect of any of the Financial Provisions will not in fact be accomplished, then (a) the Lender shall notify the Co-Borrowers of such assertion, specifying the change in Generally Accepted Accounting Principles which is objected to, and until otherwise determined as provided below, the specified change in Generally Accepted Accounting Principles shall 19 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT] not be made by the Co-Borrowers in its financial statements for the purpose of applying the Financial Provisions; and (b) the Lender and the Co-Borrowers shall follow the procedures set forth in subsection ( iii)(b) above and the first sentence of subsection ONO above. If the Co-Borrowers and the Lender are unable to agree on an amendment as provided in said subsection ( i )(b) and if the Co- Borrowers do not exercise either option set forth in the first sentence of said subsection ( iii)(c) within the specified period, then as used in this Loan Agreement, Generally Accepted Accounting Principles shall mean generally accepted accounting principles in effect at the relevant date, except that the specified change in Generally Accepted Accounting Principles which is objected to by the Lender shall not be made in applying the Financial Provisions. The Co-Borrowers and the Lender agree that if the Co- Borrowers elect the option in clause (2) of the first sentence of said subsection (iii)(c), until such independent accounting firm has been selected and such amendment has been executed and made effective, the specified change in Generally Accepted Accounting Principles shall not be made in applying the Financial Provisions. (v) All expenses of compliance with this Section 1.03 shall be paid for by the Co- Borrowers, except the Co-Borrowers and the Lender shall be responsible for their own costs and expenses associated with proceedings under subsection 1.03011Cc) hereof other than the cost and expense payable to the approval American Arbitration Association and any such accounting firm which shall be divided equally between the Lender on the one hand and the Co-Borrowers on the other. Section 1.04 Interpretation and Construction of Exceptions/Carveouts to Article Vii Negative Covenants. In connection with the exceptions/carveouts to the negative covenants set forth and described in Article VII of this Loan Agreement, each such exception/carveout shall be available as described therein independent of, and separate, distinct, and apart from, any other such exceptions/carveouts, including, without limitation, any other exceptions/carveouts expressly set forth and described within the same section of said Article VII. Any and all such exceptions/carveouts which make reference to an aggregate dollar amount (i.e., a “basket”) shall be deemed to refer to the aggregate dollar amount which the Lender will permit the Co-Borrowers to incur and to permit to remain outstanding subsequent to the Closing Date which aggregate dollar amount shall be deemed to be inclusive oft and not in addition to, the aggregate dollar amount of such items which may be currently outstanding as of the Required Lenders); provided until so amended, Closing Date. ARTICLE II AMOUNT AND TERMS FOR THE LOAN FACILITY Section 2.01 Loan Facility. (i) Availability (a) Subject to the terms, conditions, and provisions set forth in this Loan Agreement (including, without limitation, the terms, conditions, and provisions of Section 10.20 hereof) and provided no Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender hereby agrees to make available to the Co-Borrowers from time to time during the Loan Period, revolving credit loans (hereinafter each individually referred to as a “Loan” and collectively referred to as the “Loans”) in amounts which shall not exceed, in the aggregate for all Loans at any time outstanding, the Maximum Amount of the Loan Facility. If the outstanding amount of the Loans shall exceed the Maximum Amount of the Loan Facility at any time, such ratio or requirement excess amount shall continue be (1) immediately due and payable by the Co-Borrowers to be computed in accordance with GAAP prior to such change therein the Lender, (2) secured by the Collateral, and (ii3) the 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 ratio or requirement made before and after giving effect to such change in GAAP.20 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]

Accounting Principles. Except as otherwise provided in this Loan Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Loan 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect or the computation 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 ratio covenant or requirement restriction set forth herein, then the parties hereto agree to enter into and diligently pursue negotiations in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith order to amend such ratio financial covenant or requirement restriction so as to preserve equitably reflect such change, with the original intent thereof in light 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 in GAAP (subject as if such change had not been made. Pending the resolution of any such negotiations, the Borrowers agree to the approval provide to each of the Required Lenders); provided until so amendedLenders such unaudited financial information and pro forma statements using the accounting methods and principles used in the preparation of the audited financial statements for the Fiscal Year ended as of the Balance Sheet Date, (i) such ratio or requirement as are necessary to enable the Lenders to test the financial covenants contained herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant contained herein, Indebtedness of the Borrowers and their Subsidiaries shall continue be deemed to be computed in accordance with GAAP prior to such change therein and (ii) carried at 100% of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 on financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPliabilities shall be disregarded.

Accounting Principles. Except as otherwise provided in this Agreement, all All computations and determinations as to accounting or financial matters and shall be made, and, except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be made and prepared prepared, in accordance with GAAP (including principles of consolidation where appropriate)with, and all accounting or financial terms shall have the meanings ascribed to such terms by by, GAAP; provided, however, provided that all accounting terms used if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in Section 8.2 [Negative Covenants] (and all defined terms used GAAP or in the definition 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 accounting term used provision hereof for such purpose), regardless of whether any such notice is given before or after such change in Section 8.2 [Negative Covenants] GAAP or in the application thereof, then such provision shall have be interpreted on the meaning given to such terms (and defined terms) under basis of GAAP as in effect on the date hereof and applied on a basis consistent with those used immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in preparing the Historical Statements accordance herewith. Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, this Agreement shall be made without giving effect to (i) in no event shall any lease be 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 prior to giving effect to the election under Accounting Standards Codification Topic 842, Leases and 800-00-00 (iipreviously referred to as Statement of Financial Accounting Standards 159) all lease (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestany Subsidiary at “fair value”, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change 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 Borrower shall provide full stated principal amount thereof). Notwithstanding anything to the Administrative Agent and the Lenders contrary contained herein, (i) financial statements ratios and other documents required under financial calculations pursuant to this Agreement or as reasonably requested hereunder setting forth shall be calculated on a reconciliation between calculations Pro Forma Basis and (ii) the amount of such ratio or requirement made before and after giving effect to such change any Capital Lease Obligation shall at all times be calculated in GAAPaccordance with the definition of that term.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Senior Debt, Operating Cash Flow, Total Debt, Fixed Charges, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers’ determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] ]) shall have 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 Historical Annual Statements referred to in Section 6.9(a) 6.1.8.1 [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest, Letter of Credit Fee and Commitment Fee determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest, Letter of Credit Fee or requirement set forth in any Loan Document, and either Commitment Fee determinations (or if the Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the Administrative definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any such change in GAAP), then the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, such approval not to be unreasonably delayed); provided that, until so amended, (i) the Borrower’s compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue to be computed in accordance with GAAP prior to such change therein covenants or definitions are amended as contemplated above, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPby the Agent.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrower and to Adjusted EBITDA, Total Debt, Interest Expense, Consolidated Tangible Assets, Consolidated Total Assets and other such terms shall be delivered deemed to refer to such items of the Credit Parties, on a fully consolidated basis. The Borrower shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrower’s determining compliance hereunder on such basis, (1) calculations for purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrower, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrower complies in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. (a) As used herein, "GAAP" shall mean generally accepted accounting principles as such principles shall be in effect at the Relevant Date, subject to the provisions of this Section 1.03. As used herein, "Relevant Date" shall mean the date a relevant computation or determination is to be made or the date of relevant financial statements, as the case may be. (b) Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters shall be made, and all financial statements to be delivered pursuant to this Agreement shall be made and prepared 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. (c) If any change in GAAP after the date of this Agreement is or shall be required to be applied to transactions then or thereafter in existence, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used a violation of one or more provisions of this Agreement shall have occurred or in the definition opinion of any the Borrower would likely occur which would not have occurred or be likely to occur if no change in accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtprinciples had taken place, (i) The parties agree that such violation shall not be considered to constitute an Event of Default or a Potential Default for a period of 60 days from the date the Borrower notifies the Administrative Agent of the application of this Section 1.03 (c); (ii) The parties agree in no such event shall any lease be deemed a capital lease for purposes to negotiate in good faith an amendment of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect which shall approximate to the Accounting Standards Codification Topic 842extent possible the financial effect of the original financial covenants after taking into account such change in GAAP; and (iii) If the parties are unable to negotiate such an amendment within 60 days, Leases the Borrower shall have the option of prepaying the Loans (subject to Section 2.14(b) hereof). If the Borrower does not exercise such option within said period, then as used in this Agreement, "GAAP" shall mean generally accepted accounting principles in effect at the Relevant Date. (d) If any change in GAAP after the date of this Agreement is required to be applied to transactions or conditions then or thereafter in existence, and the Administrative Agent shall assert that the effect of such change is or shall likely be to distort materially the effect of any of the definitions of financial terms in Article I hereof or any of the covenants of the Borrower in Article VI hereof (the "Financial Provisions"), so that the intended financial effect of any of the Financial Provisions will not in fact be accomplished, (i) The Administrative Agent shall notify the Borrower of such assertion, specifying the change in GAAP which is objected to, and until otherwise determined as provided below, the specified change in GAAP shall not be made by the Borrower in its financial statements for the purpose of applying the Financial Provisions; and (ii) all lease liabilities The parties shall follow the procedures set forth in paragraph (ii) and right the first sentence of use assets in each case related to operating leases shall be excluded from all calculations made under paragraph (iii) of subsection (c) of this AgreementSection. If the parties are unable to agree on an amendment as provided in said paragraph (ii) and if the Borrower does not exercise the option set forth in the first sentence of said paragraph (iii) within the specified period, then as used in this Agreement "GAAP" shall mean generally accepted accounting principles in effect at any time any the Relevant Date, except that the specified change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith which is objected to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to by the Administrative Agent and shall not be made in applying the Lenders financial statements and other documents required under Financial Provisions. (e) All expenses of compliance with this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPSection 1.03 shall be paid for by the Borrower upon demand. Section 1.04.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a6.1.6(i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentSection 8.2 [Negative Covenants], and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Company’s and its Subsidiaries’ financial statements at that time, provided that, until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower therein. Notwithstanding any other provision of this Agreement, financial statements of businesses acquired in Permitted Acquisitions directly or indirectly by a Loan Party or Subsidiary shall provide not be required to comply with GAAP for periods prior 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 date of consummation of such ratio or requirement made before and after giving effect to such change in GAAPPermitted Acquisition.

Accounting Principles. Except as otherwise provided in this AgreementThe classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP (including consistently applied, unless such principles are inconsistent with the express requirements of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAPthis Agreement; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in if Administrative Borrower notifies the definition of Administrative Agent that the Borrowers request an amendment to any accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes provision of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect accounting principles required by the computation promulgation of any financial ratio rule, regulation, pronouncement or requirement set forth in any Loan Document, and either opinion by the Borrower Financial Accounting Standards Board or the Required Lenders shall so requestAmerican Institute of Certified Public Accountants (or agencies with similar functions of comparable stature and authority within the US accounting profession including, without limitation, the Administrative AgentSEC), or successors thereto or agencies with similar functions, occurring after the Lenders and Agreement Date (an “Accounting Change”) or in the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve application thereof on the original intent thereof in light operation of such change provision (or if the Administrative Agent notifies the Administrative Borrower that the Majority Lenders request an amendment to any provision of this Agreement for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in GAAP (subject to the approval of the Required Lenders); provided until so amendedapplication thereof, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to then the Administrative Agent and the Lenders financial statements and other documents required under Borrower Parties agree that they will negotiate in good faith amendments to the provisions of this Agreement or that are directly affected by such Accounting Change with the intent of having the respective positions of the Lender Group and the Borrower Parties after such Accounting Change conform as reasonably requested nearly as possible to their respective positions as of the date of this Agreement and, until and unless any such amendments have been agreed upon and agreed to by the Majority Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder setting forth shall, unless otherwise stated, be determined for the Borrowers on a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPconsolidated basis with their Subsidiaries.

Accounting Principles. Except as otherwise 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 shall have has the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VIII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio of the Financial Covenants or requirement set forth in any Loan Documentother provision hereof, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio Financial Covenants or requirement to such other provisions in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement Financial Covenants and such other provisions shall continue to be computed in accordance with GAAP prior to such change therein and therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (iiincluding the computation of any Financial Covenants) contained herein, Indebtedness of the Borrower and its Subsidiaries shall provide be deemed to be carried at 100% of the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. Without limiting the foregoing, any operating lease properly classified as an operating lease as of the Closing Date shall be classified and other documents required under accounted for as an operating lease during the term of this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations for all purposes of such ratio or requirement made before and after giving effect to such change this Agreement, notwithstanding any changes in GAAPGAAP relating thereto.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this Article I or elsewhere in this Agreement, all computations shall have the meaning 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 Banks request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements to be delivered furnished to the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (including principles of consolidation where appropriateexcept as set forth in the notes thereto or otherwise disclosed in writing by the Borrower to the Banks), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, howeverthat (a) all computations determining compliance with Section 8.13 hereof, that all accounting terms used in Section 8.2 [Negative Covenants] (and all including defined terms used in the definition of any therein, shall utilize accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect principles based on the date hereof applied on a basis consistent with those used in preparing Pro Rata Consolidation Method as opposed to the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance full consolidation method of doubtaccounting, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (iib) all lease liabilities and right of use assets in each case related to operating leases computations determining compliance with Article VIII hereof, including defined terms used therein, shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either exclude interest income received by the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate or such Subsidiary pursuant to Section 8.06(b) and (d) hereof, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in good faith to amend such ratio the footnotes thereto or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval otherwise) of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) financial results of the Borrower shall provide to using accounting principles based on 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 ratio or requirement made before and after giving effect to such change in GAAPPro Rata Consolidation Method.

Accounting Principles. Except as otherwise provided in 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] Article 8 (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] such Article) shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements])Article 5. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle 8, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Company’s financial statements at that time, provided that, until so amended, (i) such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding any provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and (ii) the Borrower all computations of amounts and ratios referred to herein 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 ratio or requirement made before and after be made, without giving effect to such any change in GAAPaccounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use ) as a Capital Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2017.”

Accounting Principles. Except as otherwise provided in 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] Sections 7.2.15, 7.2.16 and, if applicable, 7.2.17 (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Sections 7.2.15, 7.2.16 and, if applicable, 7.2.17 shall have 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 Historical Annual Statements referred to in Section 6.9(a7.3.2. If the Company notifies the Administrative Agent and the Lenders in writing (“Notice of Change in GAAP”) [Historical Statements]). For that the avoidance Company requests an amendment to any financial or accounting provision hereof to eliminate the effect of, or give effect to, any change occurring after the Closing Date to GAAP or in the application thereof on the operation of doubtsuch financial or accounting provision, unless the Administrative Agent (ion its behalf or as directed in writing by the Required Lenders) shall have objected (“GAAP Objection Notice”) to such request within 15 Business Days after receipt of such Notice of Change in no event GAAP, the relevant financial and accounting provisions shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined calculated in accordance with GAAP prior to giving as in effect to on the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right date of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change such Notice of Change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under each Lender and the Administrative Agent hereby specifically consents to the implementation of such change hereunder upon the foregoing terms. In the event the Administrative Agent shall have delivered a GAAP Objection Notice to the Company, the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial or as reasonably requested hereunder setting forth accounting provision in a reconciliation between calculations of such ratio or requirement made before and after giving manner that would give effect to such change hereunder determined in GAAPaccordance with the Company’s financial statements at that time; provided, further, that for purposes of the calculation of the financial covenants in Sections 7.2.15, 7.2.16 and, if applicable, 7.2.17, the adjustments to income and expense of the Loan Parties (and any other adjustments) resulting from the promulgation of Statement of Financial Accounting Standards (“SFAS”) No. 158 shall be disregarded.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to Adjusted EBITDA, Total Debt, Interest Expense, Consolidated Tangible Assets, Consolidated Total Assets, and other such terms shall be delivered deemed to refer to such items of the Credit Parties, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers’ determining compliance hereunder on such basis, (1) calculations for purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. Except as otherwise provided Any accounting term used and not specifically defined in this Agreementany Loan Document shall be construed, all computations and determinations as to accounting or financial matters and all financial statements data required to be delivered pursuant to this Agreement submitted under any Loan Documents shall be made and prepared prepared, in accordance conformity with GAAP (including principles of consolidation where appropriate), and all or such other accounting or financial terms shall have the meanings ascribed to such terms methods as reasonably approved by GAAP; provided, however, that all accounting terms used Lender in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof each instance applied on a basis consistent with those used in preparing basis. Notwithstanding the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtforegoing, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any covenant (including the computation of any financial ratio or requirement covenant) and/or pricing grid set forth in this Agreement or any other Loan Document, Borrower and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Lender shall negotiate in good faith to amend such ratio or requirement covenant and/or pricing grid to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders)change; provided further, that until so amended, (i) such ratio or requirement covenant and/or pricing grid shall continue to be computed in accordance with the application of GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent Lender a written reconciliation in form and the Lenders financial statements and other documents required under this Agreement or as substance reasonably requested hereunder setting forth a reconciliation satisfactory to Lender, between calculations of such ratio or requirement covenant and/or pricing grid made before and after giving effect to such change in GAAP. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean each Borrower and their subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained in the definitions of “Debt,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption requires treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect prior to the adoption thereof, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Principles. Except as otherwise provided in 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] Sections 7.2.15 and 7.2.16 (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Sections 7.2.15 and 7.2.16) shall have 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 Historical Statements annual statements referred to in Section 6.9(a7.3.2. If the Company notifies the Administrative Agent and the Lenders in writing (“Notice of Change in GAAP”) [Historical Statements]). For that the avoidance of doubt, (i) in no event shall Company requests an amendment to any lease be deemed a capital lease financial or accounting provision or any related defined term and/or the defined term Leverage Ratio for purposes of this Agreement if interest, Letter of Credit Fee, Term Loan Commitment Fee and Commitment Fee determinations to eliminate the effect of, or give effect to, any change occurring after the Fourth Restatement Effective Date to GAAP or in the application thereof on the operation of such lease would financial or accounting provision and/or interest, Letter of Credit Fee, Term Loan Commitment Fee or Commitment Fee determinations, unless the Administrative Agent (on its behalf or as directed in writing by the Required Lenders) shall have been categorized as an operating lease as determined objected (“GAAP Objection Notice”) to such request within 15 Business Days after receipt of such Notice of Change in GAAP, the relevant financial and accounting provisions or ratios shall be calculated in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right as reflected in such Notice of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change Change in GAAP would affect on the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light date of such change Notice of Change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under each Lender and the Administrative Agent hereby specifically consents to the implementation of such change hereunder upon the foregoing terms. In the event the Administrative Agent shall have delivered a GAAP Objection Notice to the Company, the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial or as reasonably requested hereunder setting forth accounting provision or the defined term Leverage Ratio for purposes of interest, Letter of Credit Fee, Term Loan Commitment Fee or Commitment Fee determinations in a reconciliation between calculations of such ratio or requirement made before and after giving manner that would give effect to such change hereunder determined in GAAPaccordance with the Company’s financial statements at that time.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations as Agreement to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement GAAP 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP principles as in effect on from time to time. In the date hereof applied on event that any Accounting Change (as defined below) shall occur and such change results in a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation method of any calculation of such financial ratio or requirement set forth in any Loan Documentcovenants, and then, upon request by either the Borrower or the Required Lenders, the Borrower and Administrative Agent and the Lenders agree to enter into negotiations in order to amend, subject to Required Lender approval, such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s and its Subsidiaries’ financial condition and results of operations shall so requestbe the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent, the Lenders Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (ia) such ratio or requirement all financial covenants shall continue to be computed in accordance with GAAP prior to calculated or construed as if such change therein Accounting Change had not occurred and (iib) the 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 ratio or requirement made before and after giving effect to such change in GAAP, provided that the Borrower shall be obligated to do so only once. Any change in GAAP occurring after the date hereof that would require operating leases to be treated as Capital Leases shall be disregarded for the purposes of determining Indebtedness and any financial ratio or compliance requirement in any Loan Document. “Accounting Change” refers to any change in GAAP, including, without limitation, changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board, or the adoption by the Borrower of International Financial Reporting Standards. All accounting terms used herein without definition shall be used as defined under GAAP.

Accounting Principles. Except as otherwise provided in 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, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement the same shall be made and prepared done in accordance with GAAP generally accepted accounting principles, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement. If after the date of this Agreement (including a) any change shall occur in generally accepted accounting 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on of this Agreement (a basis consistent with those “GAAP Change”) which results in a change in any computation or definition used in preparing calculating compliance by the Historical Statements referred Company with any covenant in Sections 5.6 through 5.11 and which, in the good faith judgment of the chief financial officer of the Company has had or may have a material effect on the ability of the Company to in Section 6.9(acomply with one or more such covenants (the “Affected Covenants”) [Historical Statements]). For and (b) the avoidance Purchasers shall receive within 90 days after the effective date of doubt, such GAAP Change (the “Effective Date”) a written notice from the Company (i) in no event shall any lease be 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 describing the GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases Change and (ii) all lease liabilities setting forth in reasonable detail (including detailed calculations) why the GAAP Change has had or may have a material effect on the ability of the Company to comply with the Affected Covenants and right confirming the good faith judgment of use assets the chief financial officer of the Company with respect thereto, such Purchaser agrees upon such Purchaser’s receipt of such notice to enter into good faith negotiations with the Company for an amendment to this Agreement of the Affected Covenants so as to place the parties, insofar as possible, in each case related to operating leases shall be excluded from all calculations made under this Agreementthe same relative position as if the GAAP Change had not occurred. If at any time any change in notice of a GAAP would affect Change has been given then during the computation period from the Effective Date of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or GAAP Change until the Required Lenders shall so requesteffective date of an amendment to this Agreement with respect thereto, the Administrative AgentCompany shall calculate compliance with the Affected Covenants as though such GAAP Change had not occurred and if no such amendment to this Agreement shall become effective within one year from the Effective Date of such GAAP Change, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement Company shall continue to calculate compliance with the Affected Covenants as though such GAAP Change had not occurred. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be computed in accordance with GAAP prior to disregarded and such change therein and (ii) the Borrower determination shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or be made as reasonably requested hereunder setting forth a reconciliation between calculations of if such ratio or requirement made before and after giving effect to such change in GAAPelection had not been made.

Accounting Principles. Except as otherwise provided Should any change in U.S. generally accepted principles from those used in the preparation of the audited consolidated financial statements of Borrower referred to in Section 5.3(b) occur by reason of any change in the rules, regulations, regulations, pronouncements, opinion or other requirements of the Financial Accounting Standards Board (FASB) (or any successor thereto or agency with similar function), or if Borrower adopts the International Financial Reporting Standards, and such change in accounting principles and/or adoption of such standards results in a change in the method or results of calculation of financial covenants and/or defined terms contained in 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 then at the option 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBanks or Borrower, the Administrative Agent, the Lenders and the Borrower shall negotiate in parties will enter into good faith negotiations to amend such ratio or requirement financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to preserve reflect fairly such changes and/or adoption so that the original intent thereof criteria for evaluating the financial condition of Borrower shall be the same in light commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and calculation of such change financial covenants and/or defined terms related thereto hereunder shall be determined in GAAP (subject to the approval of the Required Lendersmanner so agreed); provided that, until so amended, (i) such ratio or requirement calculations shall continue to be computed in accordance with GAAP prior to such change therein or adoption; provided, further that, any obligations relating to a lease that in accordance with GAAP in effect on the Effective Date, would be accounted for by the Borrower as an operating lease shall be accounted for as obligations relating to an operating lease and not as obligations relating to a Capital Lease (ii) and any future, replacement or amended lease, if it were in effect on the Effective Date, that would be treated as an operating lease for purposes of GAAP as of the Effective Date shall be treated as an operating lease); provided, further that, 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 which include a reconciliation between calculations of showing such ratio or requirement made treatment before and after giving effect to such change in GAAP.. SECTION 1.3

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a6.1.6(i) [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Administrative Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest, Letter of Credit Fee and Commitment Fee determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest, Letter of Credit Fee or requirement set forth in any Loan Document, and either Commitment Fee determinations (or if the Administrative Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any such change in GAAP), then the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) the Loan Parties’ compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower and the Required Lenders, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPby the Administrative Agent.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Senior Debt, Operating Cash Flow, Total Debt, Fixed Charges, Pro Forma Debt Service, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers' determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. Except as otherwise expressly provided in this Agreementherein, all computations accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and determinations other information required to be delivered by 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 or financial matters principles and all 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 the financial statements and other information required to be delivered by Parent to Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), the certificates required to be delivered pursuant to this Agreement Section 5.1(d) demonstrating compliance with the financial covenants contained herein shall be made and prepared include detailed calculations setting forth the adjustments necessary to demonstrate whether the Credit Parties are in accordance compliance with GAAP (including principles of consolidation where appropriate), and all accounting or such 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under covenants based upon GAAP as in effect on the date hereof applied on a basis consistent with those hereof. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used in preparing the Historical Statements herein shall be construed, and all computations of amounts and ratios referred to in in, and determinations of compliance with the provisions of, Section 6.9(a6 (including all relevant definitions used therein or for such purposes) [Historical Statements]). For the avoidance of doubt, 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 no event shall the calculation of net income (or loss) of any lease be deemed 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 capital lease similar result or effect) for all purposes , including without limitation, in the calculation of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to 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 Topic 842805 (or any other part of FASB’s Accounting Standards Codification having a similar result or effect) for all purposes, Leases and 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 (iior loss) all lease liabilities and right of use assets 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 related solely for purposes of conforming to operating leases GAAP (each, an “Accounting Change”), then, in such event, Parent shall be excluded from all calculations made under this Agreement. If at any time any change promptly notify Administrative Agent and Lenders thereof in GAAP would affect writing, which notice shall include a description, in reasonable detail, of the computation of any financial ratio or requirement set forth in any Loan DocumentAccounting Change, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, then the Lenders and the Borrower Credit Parties shall negotiate promptly meet and confer in good faith for the purpose of memorializing in writing an amendment of this Agreement, the effect of which shall be to amend such ratio revise, as applicable (y) the definitions of the relevant financial terms contained herein, and/or (z) the levels or requirement ratios to preserve the original intent thereof in light of such change in GAAP (subject be maintained pursuant to the approval of the Required Lenders); provided until so amendedrelevant financial covenants contained herein, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide each case to the Administrative Agent and extent necessary to take into account the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPapplicable Accounting Change.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] ]) shall have 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 Historical Annual Statements referred to in Section 6.9(a) 6.1.8.1 [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest determinations (or requirement set forth in any Loan Document, and either if the Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the Administrative definition of the term Leverage Ratio for purposes of interest determinations to eliminate the effect of any such change in GAAP), then the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, such approval not to be unreasonably delayed); provided that, until so amended, (i) the Borrower’s compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue to be computed in accordance with GAAP prior to such change therein covenants or definitions are amended as contemplated above, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth by the Agent. Notwithstanding the foregoing, for purposes of calculating compliance with Section 8.2.1 only, any lease (whether entered into before or after the Closing Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Closing Date will be deemed not to represent a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPcapital lease obligation.

Accounting Principles. Except as otherwise provided in 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 principals of consolidation 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] 5.14 (and all defined terms used in the definition of any accounting term terms used in Section 8.2 [Negative Covenants] 5.14) shall have 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 Historical Statements annual financial statements of the Borrower and its Subsidiaries referred to in Section 6.9(a) [Historical Statements])3.07. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease change would have been categorized as an operating lease as determined result in accordance the inability to determine compliance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement covenants set forth in Section 5.14 based upon the 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, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend such ratio or requirement agree upon an amendment to preserve the original intent thereof in light of this Agreement so as to equitably reflect such change in GAAP (subject to with the approval of desired result that the Required Lenders)criteria for evaluating the Borrower's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided that, until so amended, the Borrower's compliance with such financial 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 (iwhether subsequent to or applied retroactively prior to the Closing Date) such ratio or requirement shall continue requiring leases to be computed capitalized, only those leases (assuming for purposes hereof that they were in accordance with GAAP prior to such change therein existence on the date hereof) that would constitute a Capitalized Lease Obligation on the date hereof shall be considered a Capitalized Lease Obligation and (ii) the Borrower shall provide to the Administrative Agent all calculations and the Lenders financial statements and other documents required deliverables under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations 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 ratio or requirement made before and after giving 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 change in GAAPaccounting change).

Accounting Principles. Except as otherwise provided All accounting and financial terms used in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to the Loan Documents will be delivered pursuant to this Agreement shall be made and prepared determined in accordance with GAAP. Unless otherwise indicated, all financial calculations in respect of the Borrowers or any Borrower are on a consolidated basis for the Borrowers and defined terms assume that financial information is prepared or calculated on a consolidated basis for the Borrowers in accordance with GAAP. If any changes in GAAP (including principles are hereafter required or permitted and are adopted by Borrowers on a consolidated basis with the agreement of consolidation where appropriate)their certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, and all accounting 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 the desired result that the criteria for evaluating the financial terms condition of Borrowers on a consolidated basis shall have be the meanings ascribed to same after such terms by GAAPchanges as if such changes had not been made; 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined termsx) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP that would affect the computation method of calculation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided financial covenants, restrictions or standards or definitions of terms used therein shall be given effect in such calculations until so amended, (i) such ratio or requirement shall continue provisions are amended in a manner reasonably satisfactory to be computed in accordance with GAAP prior to such change therein Lender and (iiy) the Borrower Borrowers shall provide to the Administrative Agent Lender a written reconciliation in form and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation substance satisfactory to Lender between calculations of such ratio covenant, restriction, standard or requirement definition made before and after giving effect to such change in GAAP. To the extent that Borrowers and Lender are not able to reach agreement on an acceptable amendment to the Loan Documents to modify any of the financial covenants, restrictions or standards therein or in the related definitions or terms used therein so as to reflect equitably such GAAP changes with the desired result that the criteria for evaluating the financial condition of Borrowers on a consolidated basis shall be the same after such GAAP changes as if such GAAP changes had not been made, then all future calculations of the financial covenants, restrictions or standards therein or in the related definitions or terms used therein shall be calculated on a pro forma basis as if the GAAP changes had not occurred and Borrowers shall provide a reconciliation of any differences between Borrowers’ GAAP financial statements and the pro forma financial statements and other information utilized to prepare the financial covenants, restrictions or standards therein or in the related definitions or terms used therein.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]), except in the case of the definition of “Maintenance Capital Expenditures,” as contemplated in the definition thereof. For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative AgentAgentsAgent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent AgentsAgent 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in For purposes of this Agreement, all computations and determinations as accounting terms not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Any consolidation or other accounting or financial matters and all financial statements computation required to be delivered made for the purposes of this Agreement shall be done in accordance with GAAP, including without limitation determination of the character or amount of any asset or liability or item of income or expense. Financial statements and other information furnished to the Purchaser 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on at the date hereof applied time of such preparation) on a basis consistent with those used basis. In the event any changes in preparing accounting principles implemented by the Historical Statements referred Company ("Accounting Changes") are required by GAAP or recommended by the Company's certified public auditors, and such Accounting Changes affect financial covenants, standards or terms in this Agreement, then the Company and the Purchaser agree to enter into negotiations in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Company shall be the same after such Accounting Changes as if such lease would Accounting Changes had not been made, and until such time as such an amendment shall have been categorized executed and delivered by the Company and the Purchaser, (A) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as an operating lease as determined in accordance with GAAP prior to giving effect to the if such Accounting Standards Codification Topic 842Changes had not been made, Leases and (iiB) all lease liabilities and right of use assets in the Company shall prepare footnotes to each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders certificate and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue financial statements required to be computed in accordance with GAAP prior to delivered hereunder that show the differences between the financial statements delivered (which reflect such change therein and (iiAccounting Changes) the Borrower shall provide to the Administrative Agent and the Lenders basis for calculating financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of covenant compliance (without reflecting such ratio or requirement made before and after giving effect to such change in GAAPAccounting Changes).

Accounting Principles. Except as otherwise 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 shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VIII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall Article VIII) have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof Closing Date applied on a basis consistent with those used in preparing the Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements])5.10. For In the avoidance event of doubtany change after the Closing Date in GAAP or in the application of GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII or compliance with Sections 7.1 or 7.4, and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio financial covenants or requirement to such Sections in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement financial covenants and such Sections shall continue to be computed in accordance with GAAP prior to such change therein or the application thereof. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any Loan Party and (ii) its Subsidiaries shall be deemed to be carried at 100% of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements liabilities shall be disregarded. For the avoidance of doubt, any lease that is treated as an operating lease for purposes of GAAP as of the Closing Date shall not be treated as debt or Indebtedness and other documents required under this Agreement or shall continue to be treated as reasonably requested hereunder setting forth a reconciliation between calculations an operating lease (and any future lease that would be treated as an operating lease for purposes of such ratio or requirement made before and after giving effect to such change in GAAPGAAP as of the Closing Date shall be similarly treated).

Accounting Principles. Except as otherwise 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 shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] Article VIII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall Article VIII) have the meaning 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 Historical Statements financial statements referred to in Section 6.9(a) [Historical Statements]5.10. In the event of any change after the date hereof in GAAP (as determined by the date of implementation of such change). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentArticle VIII (which shall include, and either for the Borrower or the Required Lenders shall so requestavoidance of doubt, the Administrative Agenteffects of FASB ASC 842), then the Lenders and the Borrower shall negotiate parties hereto agree to endeavor, in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower’s financial statements at that time, provided that until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any Loan Party and its Subsidiaries shall be deemed to be carried at one hundred percent (ii100%) of the Borrower shall provide to the Administrative Agent outstanding principal amount thereof, and the Lenders effects of FASB ASC 825 and FASB ASC 470-20 on financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPliabilities shall be disregarded.

Accounting Principles. (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided in this Agreementherein, (i) all computations and determinations as to accounting or financial matters and all financial statements to be delivered made 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases financial statements shall be excluded from all calculations made under prepared in accordance with GAAP. For purposes of determining compliance with the financial covenants set out in this Agreement, any election by the Company to measure an item of Indebtedness or Consolidated Indebtedness using fair value (as permitted by Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards No. If 159) or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) shall be disregarded and such determination shall be made by valuing indebtedness at 100% of the outstanding principal amount. In addition, all computations of amounts and ratios referred to herein shall be made without giving effect to any time treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Staff position AFB 14-1 to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness or Consolidated Indebtedness shall at all times be valued at the full stated principal amount thereof. (b) Notwithstanding the foregoing, if an Obligor notifies the holders of Notes that, in such Obligor’s reasonable opinion, or if the Required Holders notify the Obligors that, in the Required Holders’ reasonable opinion, as a result of a change in GAAP would affect 7 after November 1, 2014, any covenant, or any of the computation defined terms used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Obligors than as of any financial ratio or requirement set forth in any Loan DocumentNovember 1, and either the Borrower or the Required Lenders shall so request2014, the Administrative Agent, the Lenders Obligors and the Borrower holders of the Notes shall negotiate in good faith to make any necessary adjustments to such covenant or defined term to provide the holders of the Notes with substantially the same protection and the Obligors with substantially the same financial flexibility as such covenant provided prior to the relevant change in GAAP. Until the Obligors and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, (i) the covenants, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined on the basis of GAAP in effect as of November 1, 2014, and (ii) each set of financial statements delivered to holders of Notes during such ratio or requirement time shall include detailed reconciliations reasonably satisfactory to preserve the original intent thereof in light Required Holders as to the effect of such change in GAAP (subject to the approval GAAP. 1.14Section 9.6 of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue Note Agreement is hereby amended to be computed read in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or its entirety as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPfollows: Section 9.6.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] ]) shall have 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 Historical Annual Statements referred to in Section 6.9(a) 6.1.8.1 [Historical Statements]). For Notwithstanding the avoidance foregoing, if the Borrower notifies the Agent in writing that the Borrower wishes to amend any financial covenant in Section 8.2 [Negative Covenants] of doubtthis Agreement, (i) in no event shall any lease be deemed a capital lease related definition and/or the definition of the term Leverage Ratio for purposes of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior interest, Letter of Credit Fee and Commitment Fee determinations to giving eliminate the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio covenants and/or interest, Letter of Credit Fee or requirement set forth in any Loan Document, and either Commitment Fee determinations (or if the Agent notifies the Borrower or in writing that the Required Lenders shall so requestwish to amend any financial covenant in Section 8.2 [Negative Covenants], any related definition and/or the Administrative definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations to eliminate the effect of any such change in GAAP), then the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratios or requirement requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, such approval not to be unreasonably delayed); provided that, until so amended, (i) the Borrower’s compliance with such ratio covenants and/or the definition of the term Leverage Ratio for purposes of interest, Letter of Credit Fee and Commitment Fee determinations shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or requirement shall continue to be computed in accordance with GAAP prior to such change therein covenants or definitions are amended as contemplated above, and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Agent, when it delivers its financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement or Agreement, such reconciliation statements as shall be reasonably requested hereunder setting forth by the Agent. Notwithstanding the foregoing, for purposes of calculating compliance with Section 8.2.1(iv) only, any lease (whether entered into before or after the Closing Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Closing Date will be deemed not to represent a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPcapital lease obligation.

Accounting Principles. . Except as otherwise provided in 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] Article VII (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] Article VII shall have 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 Historical Statements statements referred to in Section 6.9(a) [Historical Statements])6.4. For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would affect the computation of any of the financial covenants set forth in no event shall any lease be deemed a capital lease for purposes of Article VII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to giving effect such change therein. Notwithstanding any provision contained herein to the contrary, solely for purposes of calculating any financial covenant required hereunder, such calculation shall ignore the application of the Convertible Debt Accounting Standards Codification Topic 842Guidance, Leases if and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreementthe extent otherwise applicable to Borrower’s financial statements. If at any time any material change in GAAP would materially affect the computation of any financial ratio or requirement set forth in any of the Loan DocumentDocuments, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required LendersLenders (which shall not be unreasonably withheld)); provided provide that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 an explanation of such ratio or requirement made before and after giving effect to the impact of such change in GAAPreasonable detail satisfactory to the Administrative Agent.

Accounting Principles. Except as otherwise provided in 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; providedPROVIDED, howeverHOWEVER, 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 Section 8.2 [Negative Covenants] shall have 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 Historical Annual Statements referred to in Section 6.9(a6.1.9((i)) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) and if such change would result in no event shall any lease be deemed a capital lease for purposes the inability to 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 if that would adjust such lease financial covenants in a manner that would have been categorized as an operating lease as not affect the substance thereof, but would allow compliance therewith to be determined in accordance with GAAP prior the Borrower's financial statements at that time, PROVIDED, HOWEVER, if (a) the Borrower shall object to giving effect determining such compliance on such basis at the time of delivery of such financial statements due to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect or the computation of any financial ratio rules promulgated with respect thereto or requirement set forth in any Loan Document, and (b) either the Borrower Agent or the Required Lenders Banks shall so requestobject in writing within 60 days after delivery of such financial statements (or after the Banks have been informed of the changes in GAAP affecting such financial statements, if later), then for the Administrative Agentperiod following such objection, unless otherwise agreed by the Lenders 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 negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) Banks as to which no such ratio or requirement objection shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPhave been made.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this AgreementSection 1 or elsewhere in this Guaranty, all computations shall have the meaning 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements furnished to be delivered the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP except as in effect on the date hereof applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Documentthe notes thereto or as otherwise disclosed in writing by the Guarantor to the Banks), provided, that (a) all computations determining compliance with Sections 9.8 and either 9.14, including definitions used therein, shall 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 the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate in good faith or such Subsidiary pursuant to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval Section 8.06(d) of the Required Lenders); provided until so amendedAgreement, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (ic) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement must also include a report (in the footnotes thereto or as reasonably requested hereunder setting forth a reconciliation between calculations otherwise) of such ratio or requirement made before and after giving effect to such change in GAAPthe financial results of the Guarantor using accounting principles based on the Pro Rata Consolidation Method.

Accounting Principles. Except as otherwise provided Any accounting term not specifically defined in this Article I or elsewhere in this Agreement, all computations shall have the meaning 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 change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and determinations as to accounting applied immediately before such change shall have become effective until such notice shall have been withdrawn or financial matters and all such provision amended in accordance herewith. Notwithstanding the foregoing, the financial statements to be delivered furnished to the Banks pursuant to this Agreement hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (including principles of consolidation where appropriateexcept as set forth in the notes thereto or otherwise disclosed in writing by the Borrower to the Banks), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, howeverthat (a) all computations determining compliance with Section 8.13 hereof, that all accounting terms used in Section 8.2 [Negative Covenants] (and all including defined terms used in the definition of any therein, shall utilize accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect principles based on the date hereof applied on a basis consistent with those used in preparing Pro Rata Consolidation Method as opposed to the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance full consolidation method of doubtaccounting, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (iib) all lease liabilities and right of use assets in each case related to operating leases computations determining compliance with Article VIII hereof, including defined terms used therein, shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either exclude interest income received by the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and any of its Subsidiaries with respect to loans made by the Borrower shall negotiate or such Subsidiary pursuant to Section 8.06(b) and (d) hereof, unless such loans are funded with the proceeds from Revolving Loans or the Senior Notes and (c) such financial statements must also include a report (in good faith to amend such ratio the footnotes thereto or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval otherwise) of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) financial results of the Borrower shall provide to using accounting principles based on 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 ratio or requirement made before and after giving effect to such change in GAAPPro Rata Consolidation Method.

Accounting Principles. Except as otherwise provided in this AgreementThe classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP consistently applied (including principles of consolidation where appropriatesubject to the proviso below), and all accounting or financial terms shall have unless such principles are inconsistent with 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes express requirements of this Agreement Agreement; provided that if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Administrative Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amendedprovided, further, that if the parties are unable to agree, such determination shall continue to be made in accordance with the previous accounting principles, methods and policies of the Borrowers and their Subsidiaries. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrowers on a consolidated basis with their Subsidiaries. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any IndebtednessFunded Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein; and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such ratio or requirement leases shall continue to be computed in accordance treated as operating leases consistent with GAAP prior to such change therein and (ii) the 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 ratio or requirement made in effect immediately before and after giving effect to such change in GAAPGAAP became effective.

Accounting Principles. Except All accounting and financial terms used and not otherwise defined herein shall be determined in accordance with GAAP, as otherwise provided in effect from time to time, except to the extent that a deviation therefrom is expressly stated. Notwithstanding the foregoing, Debt of the Borrower 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. For purposes of determining compliance with any provision of this Agreement, all computations and determinations as to accounting or financial matters and all financial statements the determination of whether a lease is to be delivered pursuant treated as an operating lease or a capital lease shall be made without giving effect to any change resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor or similar proposal. Should there be a change in GAAP or the application thereof from that in effect on the Closing Date and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision of this Agreement 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 Administrative Agent notifies the Borrower that the Majority Lenders request an amendment of any provisions of this Agreement for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provisions amended in accordance herewith. The Borrower and the Lenders agree to negotiate in good faith to enter into an amendment to this Agreement in order to conform the defined terms set forth in Section 1.1 or the covenants set forth in Article X, or both, in such respects as shall reasonably be deemed necessary by the Majority Lenders and acceptable to the Borrower so that the criteria for evaluating the matters contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP or the application thereof, and the Borrower shall be made deemed to be in compliance with such covenants until the date of such amendment, if and prepared to the extent that the Borrower would have been 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) compliance therewith under GAAP as in effect on the date hereof and applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPchange.

Accounting Principles. Except as otherwise provided All references in this Agreement, all computations and determinations Agreement to --------------------- GAAP shall be to such principles as in effect from time to time. All accounting or financial matters and all terms used herein without definition shall be used as defined under GAAP. All references to the financial statements of the Borrowers and to their Annualized Operating Cash Flow, Operating Cash Flow, Total Debt, Fixed Charges, Pro Forma Debt Service, Interest Expense, and other such terms shall be delivered deemed to refer to such items of the Borrowers and the Restricted Subsidiaries, on a fully consolidated basis. The Borrowers shall deliver to the Lenders at the same time as the delivery of any quarterly or annual financial statements required pursuant to this Agreement Section 6.1 or 6.2 hereof, as applicable, (a) a description in reasonable detail of any material variation between the application of GAAP employed in the preparation of such statements and the application of GAAP employed in the preparation of the next preceding quarterly or annual financial statements, as applicable, and (b) reasonable estimates of the differences between such statements arising as a consequence thereof. If, within thirty (30) days after the delivery of the quarterly or annual financial statements referred to in the immediately preceding sentence, the Majority Lenders shall object in writing to the Borrowers' determining compliance hereunder on such basis, (1) calculations for the purposes of determining compliance hereunder 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred preparation of the latest financial statements as to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event which such objection shall any lease be deemed a capital lease for purposes of this Agreement if such lease would not have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to made, or (2) if requested by the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestBorrowers, the Administrative Agent, the Majority Lenders and the Borrower shall will negotiate in good faith to amend such ratio the covenants herein to give effect to the changes in GAAP in a manner consistent with this Agreement (and so long as the Borrowers comply in good faith with the provisions of this Section 11.6, no Default or requirement to preserve the original intent thereof in light Event of Default shall occur hereunder solely as a result of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change changes in GAAP).

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a6.1.6(i) [Historical Statements]). For In the avoidance event of doubtany change after the date hereof in GAAP, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement and if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any of the financial ratio or requirement covenants set forth in any Loan DocumentSection 8.2 [Negative Covenants], and either then the Borrower or the Required Lenders shall so requestparties hereto agree to endeavor, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith faith, to amend agree upon an amendment to this Agreement that would adjust such ratio or requirement to financial covenants in a manner that would preserve the original intent thereof thereof, but would allow compliance therewith to be determined in light of such change in GAAP (subject to accordance with the approval of the Required Lenders); Borrower's financial statements at that time, provided that, until so amended, (i) amended such ratio or requirement financial covenants shall continue to be computed in accordance with GAAP prior to such change therein and (ii) therein. Notwithstanding anything to the contrary herein, for purposes of determining compliance with the covenants in this Agreement, any election by the Borrower 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 provide to the Administrative Agent be disregarded and the Lenders financial statements and other documents required under this Agreement or such determination shall be made as reasonably requested hereunder setting forth a reconciliation between calculations of if such ratio or requirement made before and after giving effect to such change in GAAPelection had not been made."

Accounting Principles. (a) As used herein, "GAAP" shall mean generally accepted accounting principles as such principles shall be in effect at the Relevant Date, subject to the provisions of this Section 1.03. As used herein, "Relevant Date" shall mean the date a relevant computation or determination is to be made or the date of relevant financial statements, as the case may be. (b) Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters shall be made, and all financial statements to be delivered pursuant to this 13 19 Agreement shall be made and prepared 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. (c) If any change in GAAP after the date of this Agreement is or shall be required to be applied to transactions then or thereafter in existence, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used a violation of one or more provisions of this Agreement shall have occurred or in the definition opinion of any the Borrower would likely occur which would not have occurred or be likely to occur if no change in accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubtprinciples had taken place, (i) The parties agree that such violation shall not be considered to constitute an Event of Default or a Potential Default for a period of 60 days from the date the Borrower notifies the Administrative Agent of the application of this Section 1.03(c); (ii) The parties agree in no such event shall any lease be deemed a capital lease for purposes to negotiate in good faith an amendment of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect which shall approximate to the Accounting Standards Codification Topic 842extent possible the financial effect of the original financial covenants after taking into account such change in GAAP; and (iii) If the parties are unable to negotiate such an amendment within 60 days, Leases the Borrower shall have the option of prepaying the Loans (subject to Section 2.14(b) hereof). If the Borrower does not exercise such option within said period, then as used in this Agreement, "GAAP" shall mean generally accepted accounting principles in effect at the Relevant Date. (d) If any change in GAAP after the date of this Agreement is required to be applied to transactions or conditions then or thereafter in existence, and the Administrative Agent shall assert that the effect of such change is or shall likely be to distort materially the effect of any of the definitions of financial terms in Article I hereof or any of the covenants of the Borrower in Article VI hereof (the "Financial Provisions"), so that the intended financial effect of any of the Financial Provisions will not in fact be accomplished, (i) The Administrative Agent shall notify the Borrower of such assertion, specifying the change in GAAP which is objected to, and until otherwise determined as provided below, the specified change in GAAP shall not be made by the Borrower in its financial statements for the purpose of applying the Financial Provisions; and (ii) all lease liabilities The parties shall follow the procedures set forth in paragraph (ii) and right the first sentence of use assets in each case related to operating leases shall be excluded from all calculations made under paragraph (iii) of subsection (c) of this AgreementSection. If the parties are unable to agree on an amendment as provided in said paragraph (ii) and if the Borrower does not exercise the option set forth in the first sentence of said paragraph (iii) within the specified period, then as used in this Agreement "GAAP" shall mean generally accepted accounting principles in effect at any time any the Relevant Date, except that the specified change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith which is objected to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to by the Administrative Agent and shall not be made in applying the Lenders financial statements and other documents required under Financial Provisions. (e) All expenses of compliance with this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAPSection 1.03 shall be paid for by the Borrower upon demand. Section 1.04.

Accounting Principles. Except as otherwise provided (a) As used in this Agreement, all computations and determinations as to “GAAP” means generally accepted accounting or financial matters and all principles in the United States, applied on a basis consistent with the principles used in preparing the Borrower’s audited consolidated financial statements as of December 31, 2020 and for the fiscal year then ended, as such principles may be revised as a result of changes in GAAP implemented by the Borrower subsequent to be delivered pursuant such date. In this Agreement, except to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate)the extent, and if any, otherwise provided herein, all accounting or and 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 computations and determinations as to accounting term used in Section 8.2 [Negative Covenants] and financial matters shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes of this Agreement if such lease would have been categorized as an operating lease as determined made in accordance with GAAP. In the event that the financial statements generally prepared by the Borrower reflect a change in GAAP prior that affects the computation of any financial ratio or requirement set forth herein (as contemplated by Section 1.03(b)), the compliance certificate delivered pursuant to giving effect Section 5.01(b)(iv) accompanying such financial statements shall include information in reasonable detail reconciling such financial statements which reflect such change in GAAP to financial information that does not reflect such change to the Accounting Standards Codification Topic 842, Leases and extent relevant to the calculations set forth in such compliance certificate. (iib) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, herein and either the Borrower or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein. (c) For purposes of any calculation or determination which is to be made on a consolidated basis (including compliance with Section 5.02(c)), such calculation or determination shall exclude any assets, liabilities, revenues and (ii) the Borrower shall provide to the Administrative Agent and the Lenders expenses that are included in Borrower’s financial statements from “variable interest entities” as a result of the application of FIN No. 46, Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51, as updated through FIN No. 46-R and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.modified by FIN No. 94. SECTION 1.04

Accounting Principles. Except as otherwise provided in this Agreement, all computations All accounting 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease Loan Documents will be 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. Unless otherwise indicated, all financial calculations in respect of the Borrower or any Guarantor are on a consolidated basis and defined terms assume that financial information is prepared or calculated on a consolidated basis in accordance with GAAP. If any changes in GAAP prior are hereafter required or permitted and are adopted by Borrower or a Guarantor on a consolidated basis with the agreement of their certified public accountants and such changes result in 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 the desired result that the criteria for evaluating the financial condition of Borrower and Guarantors on a consolidated basis shall be the same after such changes as if such changes had not been made; provided however, that no change in GAAP that would affect the method of calculation of any of the Financial Covenants, restrictions or standards or definitions of terms used therein shall be given effect in such calculations unless and until such provisions are amended in a manner reasonably satisfactory to Agent (and Borrower shall provide additional financial statements and supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as the Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to the Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the Financial Covenants before giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change applicable changes in GAAP).

Accounting Principles. Except All accounting and financial terms used and not otherwise defined herein shall be determined in accordance with GAAP, as otherwise provided in this Agreementeffect from time to time, all computations except to the extent that a deviation therefrom is expressly stated. Notwithstanding the foregoing, Debt of the Borrower and determinations as to accounting or financial matters and all financial statements its Subsidiaries shall be deemed to be delivered pursuant 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. Should, however, there be a change in GAAP or the application thereof from that in effect on the Closing Date and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision of this Agreement 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 Administrative Agent notifies the Borrower that the Majority Lenders request an amendment of any provisions of this Agreement for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provisions amended in accordance herewith. The Borrower and the Lenders agree to negotiate in good faith to enter into an amendment to this Agreement in order to conform the defined terms set forth in Section 1.1 or the covenants set forth in Article X, or both, in such respects as shall reasonably be deemed necessary by the Majority Lenders and acceptable to the Borrower so that the criteria for evaluating the matters contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP or the application thereof, and the Borrower shall be made deemed to be in compliance with such covenants until the date of such amendment, if and prepared to the extent that the Borrower would have been 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 Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) compliance therewith under GAAP as in effect on the date hereof and applied on a basis consistent with those used in preparing the Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP immediately prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAPchange.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a6.1.9(i) [Historical Statements]). For Notwithstanding the avoidance of doubtforegoing, (i) if the Parent notifies the Administrative Agent in no event shall writing that the Parent wishes to amend any lease be deemed a capital lease for purposes financial covenant in Section 8.2 [Negative Covenants] of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior and/or any related definition to giving include the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio or requirement set forth in any Loan Documentcovenants and/or definitions, and either the Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders Required Banks and the Borrower Parent shall negotiate in good faith to amend such ratio ratios or requirement requirements to (a) preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders)Banks) and (b) insure that the operation of the financial covenants, representations and warranties, and the Events of Default applicable under the Loan Documents are not more restrictive as a result of the effect of any such change in GAAP; provided that, until so amended, (i) the operation of the financial covenants, representations and warranties, and the Events of Default under the Loan Documents shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such ratio notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein the Parent and (ii) the Borrower Required Banks, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent. Notwithstanding the foregoing or anything in this Agreement to the contrary, (x) whenever in this Agreement it is necessary to determine whether a lease is a Capital Lease or an operating lease, such determination shall be made on the basis of GAAP as reasonably requested hereunder setting forth a reconciliation between calculations in effect for the period during which financial statements were prepared and (y) for purposes of such ratio or requirement made before determining compliance with any covenant (including the computation of any financial covenant) contained herein, the effects of FASB ASC-840 and after giving effect to such change in GAAPFASB ASC-842 shall be disregarded.

Accounting Principles. Except All computations required hereunder shall be --------------------- made or construed in accordance with GAAP and as described in this Section 14.1, unless otherwise provided specified in this Agreement; provided that, if the Company -------- notifies the Agent that the Company wishes to amend any covenant in Sections 8.10 through 8.12 or the definition of Margin to eliminate the effect of any change in GAAP in the operation of such covenants and definition (or if the Agent notifies the Company that the Majority Lenders wish to amend Sections 8.10 through 8.12 or the definition of Margin for such purpose), then, upon the consent of the Majority Lenders, the Company's compliance with such covenants and definition shall be determined on the basis of Generally Accepted Accounting Principles in effect immediately before the relevant change in GAAP became effective, until such covenant is amended in a manner satisfactory to the Company and the Majority Lenders. Notwithstanding anything herein, in any Financial Statements of the Company or in GAAP to the contrary, for purposes of calculating the Margin and of calculating and determining compliance with the financial covenants both actual and pro forma) in Sections 8.10 through 8.12, including defined terms used therein, any Acquisitions made by the Company or any of its Subsidiaries, including through mergers or consolidations and including the incurrence of all computations Debt related thereto and determinations as any other related financial transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants and the Margin were calculated on a pro forma basis in accordance with Regulation S- X under the Securities Exchange Act of 1934 or otherwise acceptable to the Agent.. Where the character or amount of any asset or liability or item of income or expense is be determined or any consolidation or other accounting or financial matters and computation is required to be made for the purposes of this Agreement, it shall be done, unless otherwise specified herein, in accordance with GAAP. Furthermore, all financial statements required to be delivered pursuant hereunder, subject to this Agreement year-end audit adjustments thereto (and absence of footnotes in cases of unaudited Financial Statements) , 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.

Accounting Principles. Except as otherwise provided in 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a6.1.9(i) [Historical Statements]). For Notwithstanding the avoidance of doubtforegoing, (i) if the Parent notifies the Administrative Agent in no event shall writing that the Parent wishes to amend any lease be deemed a capital lease for purposes financial covenant in Section 8.2 [Negative Covenants] of this Agreement if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior and/or any related definition to giving include the effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect occurring after the computation Closing Date on the operation of any such financial ratio or requirement set forth in any Loan Documentcovenants and/or definitions, and either the Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders Required Banks and the Borrower Parent shall negotiate in good faith to amend such ratio ratios or requirement requirements to (a) preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders)Banks) and (b) insure that the operation of the financial covenants, representations and warranties, and the Events of Default applicable under the Loan Documents are not more restrictive as a result of the effect of any such change in GAAP; provided that, until so amended, (i) the operation of the financial covenants, representations and warranties, and the Events of Default under the Loan Documents shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such ratio notice is withdrawn or requirement shall continue such covenants or definitions are amended in a manner satisfactory to be computed in accordance with GAAP prior to such change therein the Parent and (ii) the Borrower Required Banks, and the Loan Parties shall provide to the Administrative Agent and the Lenders Agent, when they deliver their financial statements pursuant to Section 8.3.1 [Quarterly Financial Statements] and other documents required under Section 8.3.2 [Annual Financial Statements] of this Agreement, such reconciliation statements as shall be reasonably requested by the Administrative Agent. Notwithstanding the foregoing or anything in this Agreement to the contrary, (x) whenever in this Agreement it is necessary to determine whether a lease is a Capital Lease or an operating lease, such determination shall be made on the basis of GAAP as reasonably requested hereunder setting forth a reconciliation between calculations in effect for the period during which financial statements were prepared and (y) for purposes of such ratio or requirement made before determining compliance with any covenant (including the computation of any financial covenant) contained herein, the effects of FASB ASC-840 and after giving effect to such change in GAAP.FASB ASC-842 shall be disregarded. 2. REVOLVING CREDIT AND SWING LOAN FACILITIES 2.1

Accounting Principles. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, (a) for purposes of determining compliance with any provision of this Agreement, all computations and determinations as to accounting or financial matters and all financial statements the determination of whether a lease is to be delivered pursuant to this Agreement treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposes Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal and prepared (b) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in accordance with GAAP or in the application thereof on the operation of such provision (including principles of consolidation where appropriateor if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), and all accounting regardless of whether any such notice is given before or financial terms shall have the meanings ascribed to after such terms by GAAP; provided, however, that all accounting terms used change in Section 8.2 [Negative Covenants] (and all defined terms used GAAP or in the definition application thereof, then such provision shall be interpreted on the basis of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof and applied on a basis consistent with those 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 terms of an accounting or financial nature used in preparing the Historical Statements herein shall be construed, and all computations of amounts and ratios referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, herein shall be made (i) in no event shall any lease be 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 prior to without giving effect to the any election under Accounting Standards Codification Topic 842, Leases and 000-00-00 (iior any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) all lease to value any Indebtedness or other liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so requestany Subsidiary at “fair value”, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change as defined therein and (ii) the 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 ratio or requirement made before and after without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such change Indebtedness in GAAPa reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Principles. Except as otherwise provided in this AgreementThe classification, character and amount of all computations assets, liabilities, capital accounts and determinations as to accounting or financial matters reserves and of all financial statements items of income and expense to be delivered determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made and prepared in accordance with GAAP consistently applied (including principles of consolidation where appropriatesubject to the proviso below), and all accounting or financial terms shall have unless such principles are inconsistent with 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 Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be deemed a capital lease for purposes express requirements of this Agreement Agreement; provided that if such lease would have been categorized as an operating lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Administrative Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amendedprovided, further, that if the parties are unable to agree, such determination shall continue to be made in accordance with the previous accounting principles, methods and policies of the Borrowers and their Subsidiaries. All accounting terms used herein without definition shall be used as defined under GAAP. All financial calculations hereunder shall, unless otherwise stated, be determined for the Borrowers on a consolidated basis with their Subsidiaries. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein; and (ii) for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be disregarded and such ratio or requirement leases shall continue to be computed in accordance treated as operating leases consistent with GAAP prior to such change therein and (ii) the 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 ratio or requirement made in effect immediately before and after giving effect to such change in GAAPGAAP became effective.

Accounting Principles. Except as otherwise provided in 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 -45- defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have 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 Historical Statements referred to in Section 6.9(a) [Historical Statements]). For the avoidance of doubt, (i) in no event shall any lease be 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 prior to giving effect to the Accounting Standards Codification Topic 842, Leases and (ii) all lease liabilities and right of use assets in each case related to operating leases shall be excluded from all calculations made under this Agreement. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the 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 ratio or requirement made before and after giving effect to such change in GAAP.