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

Accounting Principles, Terms and Determinations. All references in this Agreement to "general accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "financial statement" shall include the notes and schedules thereto.

Accounting Principles, Terms and Determinations. All references in this Agreement to "“general accepted accounting principles" ” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "“financial statement" ” shall include the notes and schedules thereto. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 000-00-00 - Fair Value Option, International Accounting Standard 39 - Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. Notwithstanding the foregoing, any lease which is required to be characterized as an operating lease under GAAP as in effect on the Amendment (2018) Effective Date shall continue to be treated as an operating lease for all purposes of this Agreement after the Amendment (2018) Effective Date despite any changes in GAAP occurring after the Amendment (2018) Effective Date, and any such lease payments shall not be considered Capitalized Lease Obligations hereunder.

Accounting Principles, Terms and Determinations. All references in this Agreement to "“general accepted accounting principles" ” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. principles Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "“financial statement" ” shall include the notes and schedules thereto. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Debt using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

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

Accounting Principles, Terms and Determinations. All references in this Agreement to "general accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraph 5A(i) or (ii) or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8K, but excluding the effects of Accounting Standards Codification 800-00-00 (previously referred to as SFAS 159) or any successor or other accounting principlesstandard to the extent it relates to “fair value” accounting or provides for any other accounting treatment that would result in any financial liability being set forth at an amount less than the actual outstanding principal amount thereof; provided that, in the event that any changes in GAAP after the date of this Agreement are required to be applied to the Company and would affect the computation of the financial covenants contained in paragraphs 6N and 6O and otherwise, including paragraph 5H, such changes shall be followed in this Agreement only from and after the date this Agreement shall have been amended to take into account any such changes. The foregoing shall not be construed to prohibit the Company from changing its financial statements so that such financial statements comply with GAAP. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation for purposes of determining compliance with the financial statements referred to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found covenants contained in this Agreement, including without limitation paragraphs 6N and 6O, any election by the parties hereto agree that until such time Company to measure an item of Indebtedness using fair value (as permitted by the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms Accounting Standards Codification Section 825-10 or any similar accounting standard) shall be construed disregarded and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition determination shall be the same after such changes made as if such changes election had not been made. When used hereinFor purposes of this Agreement, lease obligations (whether in effect as of the term "financial statement" shall include date of this Agreement or thereafter incurred) that are classified and accounted for as operating leases under GAAP will be excluded from the notes definition of Finance Lease Obligations, Debt and schedules theretoIndebtedness hereunder.

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

Accounting Principles, Terms and Determinations. All references (i) 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, if the Issuer notifies Prudential that the Issuer 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 notifies the Issuer that the Required 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 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 determining compliance with this Agreement (including, without limitation, paragraphs 5 and 6 and the definition of “Indebtedness”), any election by any Credit Party to "general accepted measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting standards Codification Topic No. 000-00-00 - Fair Value Option, International Accounting Standard 39 - Financial Instruments: Recognition and Measurement or any similar accounting principles" standard) shall be disregarded and such determination shall be made as if such election had not been made. (ii) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to generally accepted accounting principles this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (a) Should a change in tax law occur after the Effective Date which causes earnings or profits of a Foreign Borrower or Foreign Subsidiary to be deemed to have been distributed or otherwise attributable to any of the United States Credit Parties as a result of such Foreign Borrower or Foreign Subsidiary (i) providing a guarantee in respect of the Notes, (ii) pledging any Equity Interests held by such Foreign Borrower or Foreign Subsidiary to secure the Notes or (iii) having its Equity Interests pledged in favor of the holders of the Notes (or a collateral agent or trustee on their behalf) to secure the Notes, and, in such circumstances, such change in tax law is likely to thereby result in material adverse tax consequences for the United States Credit Parties, the Credit Parties may elect to provide written notice thereof to the holders of all Notes outstanding at such time. (b) Upon receipt of such notice, the holders of the Notes shall negotiate with the Credit Parties in good faith to address such material adverse tax consequences for a period of 60 days. In the event the Credit Parties and the holders of the Notes are unable to reach agreement on how to address such material adverse tax consequences within such 60-day period, then the Credit Parties may elect, by written notice to the holders of Notes at any time within such 60-day period or within 5 days after the end thereof, (i) to have the holders of application thereofNotes release the relevant guaranties and/or collateral and (ii) to be subject to the limitations on guarantees and collateral granted by CFCs (as defined in the Existing Agreement) set forth in paragraph 5K of the Existing Agreement and the limitation on Priority Debt (as defined in the Existing Agreement) set forth in paragraph 6D of the Existing Agreement. Unless otherwise specified herein, all accounting terms used herein Failure to give such notice as provided in the preceding sentence shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required deemed to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. Notwithstanding a waiver of the foregoing, if any change in generally accepted accounting principles from those applied Credit Parties’ rights set forth in the preparation of preceding sentence. (c) If the financial statements referred to Credit Parties make the election provided for in the foregoing paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functionsb), the initial application Credit Parties and the holders of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon Notes shall enter into an amendment to this Agreement addressing such change, such financial covenants, standards implementing the provisions summarized in the foregoing paragraph (b) upon terms reasonably satisfactory to the Required Holders and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition shall ; provided that no such guarantee or collateral may be released pursuant to this paragraph 10C(iii) to the same after extent that such changes Foreign Borrower or Foreign Subsidiary is or becomes directly or indirectly liable for (whether as if such changes had not been made. When used hereina co-borrower, guarantor or otherwise) all or any part of the term "financial statement" shall include Indebtedness under or in respect of the notes and schedules theretoBank Credit Agreement.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. Notwithstanding principles applied on a basis consistent with the foregoingmost recent audited consolidated financial statements of Global and its Subsidiaries delivered pursuant to clause (a) of Section 7.1 or, if any change in generally accepted accounting principles from those applied in no such statements have been so delivered, the preparation of the most recent audited financial statements referred to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made Section 6.2. If after the date of this Agreement, and Closing Date any such change shall occur in GAAP in effect on the Closing Date (a "GAAP Change") which results in a change in any computation or definition used in calculating compliance by the method Borrowers with any negative covenant and which has had or may have a significant effect (whether positive or negative) on the computation of calculation one or more such covenants (the "Affected Covenants") then the Borrowers shall deliver to the Administrative Agent within 15 days after the effective date of financial covenantssuch GAAP Change (the "Effective Date") a written notice from the Borrowers (i) describing the GAAP Change and (ii) setting forth in reasonable detail (including detailed calculations) why the GAAP Change has had or may have a material effect (whether positive or negative) on the computation of the Affected Covenants. Within 15 days after such written notice is delivered to the Administrative Agent, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree each party hereby agrees to enter into good faith negotiations in order for an amendment to amend this Agreement of the affected provisions Affected Covenants so as to reflect place the parties, insofar as possible, in the same relative position as if the GAAP Change had not occurred. If a GAAP Change which has had or may have such accounting changes a material effect occurs, then during the period of the Effective Date of such GAAP Change until the effective date of an amendment to this Agreement with respect thereto, the Borrowers shall calculate compliance with the desired result that the criteria for evaluating the Company's financial condition shall be the same after Affected Covenants as though such changes as if such changes GAAP Change had not been made. When used hereinoccurred (and deliver promptly upon request therefor compliance certificates with respect thereto, setting forth in reasonable detail compliance with the Affected Covenants and certified as being true and correct by the chief financial officers of the Borrowers); provided, however, that if no amendment to this Agreement shall become effective within 90 days from the Effective Date of such GAAP Change, the term "Borrowers shall continue to calculate compliance with the Affected Covenants as though such GAAP Change had not occurred (and deliver promptly upon request therefor compliance certificates with respect thereto, setting forth in reasonable detail compliance with the Affected Covenants and certified as being true and correct by the chief financial statement" shall include officers of the notes and schedules theretoBorrowers).

Accounting Principles, Terms and Determinations. All references in this Agreement to "general “GAAP” shall mean generally accepted accounting principles" shall be deemed to refer to generally accepted accounting principles , as in effect in the United States at the time of application thereof. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished delivered to the Purchasers hereunder shall be prepared, in accordance with generally accepted accounting principlesGAAP applied on a consistent basis. Notwithstanding All calculations made for the foregoingpurposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to paragraph 5A (or, if any change in generally accepted accounting principles from those applied in prior to the preparation delivery of the first financial statements pursuant to paragraph 5A, consistent with the financial statements referred to in paragraph 8B is occasioned by as at December 28, 2019). In the promulgation of rules, regulations, pronouncements event that any Accounting Change (as defined below) shall occur and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, then the parties hereto agree that until such time as Company and the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto Required Holders agree to enter into good faith negotiations in order to amend the affected such provisions of this Agreement so as to reflect equitably such accounting changes Accounting Changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes Accounting Changes as if such changes Accounting Changes had not been made. When used hereinUntil such time as such an amendment shall have been executed and delivered by the Company and the Required Holders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in GAAP required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the term "financial statement" Securities and Exchange Commission. Notwithstanding the foregoing, for purposes of determining compliance with all covenants and defaults contained in this Agreement, any election by the Company to measure an item of Indebtedness using fair value (as permitted by the Accounting Standards Codification Section 825-10 or any similar accounting standard) shall include the notes be disregarded and schedules theretosuch determination shall be made as if such election had not been made.

Accounting Principles, Terms and Determinations. (i) All references in this Agreement to "general generally accepted accounting principles" or to "GAAP" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. , but subject to the provisions of this Section 10C. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished prepared hereunder shall be prepared, prepared in accordance with generally accepted accounting principles. Notwithstanding , applied on a basis consistent with the foregoingmost recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of Section 5A or, if any change in generally accepted accounting principles from those applied in no such statements have been so delivered, the preparation of the most recent audited financial statements referred to in paragraph 8B is occasioned by clause (b)(i) of Section 8D. (ii) All references herein to "the promulgation Company and its Subsidiaries" for the purposes of rulescomputing the consolidated financial position, regulationsresults of operations or other balance sheet or financial statement items (including without limitation the computation of, pronouncements Available Cash, Consolidated Debt Service, Consolidated EBITDA, Consolidated Income Tax Expense, Consolidated Funded Indebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Non-Cash Charges, Consolidated Pro Forma Maximum Debt Service and opinions by Consolidated Total Assets) shall be deemed to include only the Company and its Subsidiaries as separate legal entities and, unless otherwise provided herein, shall not include the financial position, results of operations, cash flows or required by the Financial Accounting Standards Board other such items of any other Person, whether or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and not in any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such changeparticular instance, such financial covenants, standards and terms shall accounting treatment would be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes accordance with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "financial statement" shall include the notes and schedules theretoGAAP.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general “generally accepted accounting principles" ” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. , applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Notwithstanding the foregoing, if at any time any change in generally accepted GAAP or in accounting principles from those applied practices as permitted under paragraph 6N hereof would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and either the preparation Company or the Required Holders shall so request, the holders of the Notes and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or accounting practices (subject to the approval of the Required Holders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or past accounting practices prior to such change therein and (ii) the Company shall provide to the holders of the Notes financial statements referred and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in GAAP or accounting practices, as appropriate. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. All references herein to consolidated financial statements of the Parent and its Subsidiaries or to the determination of any amount for the Parent and its Subsidiaries on a change consolidated basis or any similar reference shall, in the method of calculation of financial covenantseach case, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment be deemed to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result include each variable interest entity that the criteria for evaluating the Company's financial condition shall be the same after such changes Parent is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such changes had not been made. When used variable interest entity were a Subsidiary as defined herein, the term "financial statement" shall include the notes and schedules thereto.

Accounting Principles, Terms and Determinations. All references in this Agreement to "“general accepted accounting principles" ” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. principles Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "“financial statement" ” shall include the notes and schedules thereto. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. For purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure an item of Debt using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general “generally accepted accounting principles" ” or “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles. , applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Notwithstanding the foregoing, if at any time any change in generally accepted GAAP or in accounting principles from those applied practices as permitted under paragraph 6N hereof would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and either the preparation Company or the Required Holders shall so request, the holders of the Notes and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or accounting practices (subject to the approval of the Required Holders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or past accounting practices prior to such change therein and (ii) the Company shall provide to the holders of the Notes financial statements referred and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in GAAP or accounting practices, as appropriate. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. All references herein to consolidated financial statements of the Parent and its Subsidiaries or to the determination of any amount for the Parent and its Subsidiaries on a change consolidated basis or any similar reference shall, in the method of calculation of financial covenantseach case, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment be deemed to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result include each variable interest entity that the criteria for evaluating the Company's financial condition shall be the same after such changes Parent is required to consolidate pursuant to FASB Interpretation No. 46 — Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such changes had not been made. When used variable interest entity were a Subsidiary as defined herein, the term "financial statement" shall include the notes and schedules thereto.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general “generally accepted accounting principles" ” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principlesprinciples applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should such citation, section or form be modified, amended or replaced. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the foregoingCompany or any Subsidiary at “fair value”, if as defined therein, (ii) without giving effect to any change treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any changes in generally accepted accounting principles from those applied in occurring after the preparation Effective Date, the effect of which would be to cause leases which would be treated as operating leases under generally accepted accounting principles as of the financial statements referred Effective Date to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time be treated as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such Capital Leases under generally accepted accounting changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "financial statement" shall include the notes and schedules theretoprinciples.

Accounting Principles, Terms and Determinations. All references References in this Agreement to "general accepted accounting principles" “GAAP” shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereofStates. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial data, statements and certificates and reports as to financial matters required to be furnished hereunder (including financial ratios and other financial calculations) shall be prepared, in accordance with generally accepted accounting principlesGAAP applied on a basis consistent with the most recent audited financial statements referred to in clause (i) of paragraph 8B. If at any time any Accounting Change (as defined below) would affect the computation of any financial ratio or other financial calculation set forth in this Agreement, (i) such ratio or calculation shall continue to be made in accordance with GAAP as in effect on January 1, 2008 and (ii) the Company shall provide to the holders of the Notes a reconciliation between such ratio or calculation made before and after giving effect to such Accounting Change. Notwithstanding the foregoingFor purposes of this paragraph 10C, if an “Accounting Change” means (A) any change in generally accepted accounting principles from those applied required by GAAP and implemented by the Company, (B) any change in accounting principles recommended by the preparation Company’s independent accountants; and (C) any change in carrying value of the Company’s or any of its Subsidiaries’ assets, liabilities or equity accounts resulting from any adjustments that, in each case, were applicable to, but not included in, the audited financial statements referred to in paragraph 8B is occasioned by 8B. Without limiting the promulgation foregoing, any changes to lease accounting that requires the assets and liabilities arising under operating leases to be recognized in any statement of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any financial position shall be excluded from such change results in a change in the method of calculation for purposes hereof. For purposes of determining compliance with the financial covenants, standards or terms found covenants contained in this Agreement, including without limitation those set forth in paragraph 6A, any election by the parties hereto agree that until such time Company to measure an item of Indebtedness using fair value (as the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms permitted by Accounting Standards Codification 825-10 or any similar accounting standard) shall be construed disregarded and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition determination shall be the same after such changes made as if such changes election had not been made. When used herein, the term "financial statement" shall include the notes and schedules thereto.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless Except as otherwise specified 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, if the Company notifies the holders of Notes that the Company wishes to amend 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 the Required Holders notifies the Company that the Required 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 the Company’s compliance with such provision shall be determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in a manner satisfactory to the Company and the Required Holders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be madeconstrued, and all unaudited financial statements computations of amounts and certificates and reports as ratios referred to financial matters required to be furnished hereunder herein shall be prepared, in accordance with generally accepted accounting principles. Notwithstanding the foregoing, if made (i) without giving effect to any change in generally accepted accounting principles from those applied in the preparation 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 financial statements referred Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in paragraph 8B is occasioned by the promulgation respect of rules, regulations, pronouncements and opinions by convertible debt instruments under Accounting Standards Codification 470-20 (or required by the any other Accounting Standards Codification or Financial Accounting Standards Board Standard having a similar result or the American Institute of Certified Public Accountants (effect) to value any such Indebtedness in a reduced or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreementbifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such change results in a change in the method of calculation of financial covenantsnew, standards replacement or terms found in this Agreementanalogous citation, the parties hereto agree that until section or form should such time as the parties hereto agree upon an amendment to this Agreement addressing such changecitation, such financial covenantssection or form be modified, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition shall be the same after such changes as if such changes had not been made. When used herein, the term "financial statement" shall include the notes and schedules theretoamended or replaced.

Accounting Principles, Terms and Determinations. All references in this Agreement to "general “GAAP” shall mean generally accepted accounting principles" shall be deemed to refer to generally accepted accounting principles , as in effect in the United States at the time of application thereof. Unless Except as otherwise specified expressly provided herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished delivered to the Lenders hereunder shall be prepared, in accordance with generally accepted accounting principlesGAAP applied on a consistent basis. Notwithstanding All calculations made for the foregoingpurposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to paragraph 5A (or, if any change in generally accepted accounting principles from those applied in prior to the preparation delivery of the first financial statements pursuant to paragraph 5A, consistent with the financial statements referred to in paragraph 8B is occasioned by as at December 31, 201628, 2019). In the promulgation of rules, regulations, pronouncements event that any Accounting Change (as defined below) shall occur and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, then the parties hereto agree that until such time as Company and the parties hereto agree upon an amendment to this Agreement addressing such change, such financial covenants, standards and terms shall be construed and calculated as though such change had not taken place. The parties hereto Required Holders agree to enter into good faith negotiations in order to amend the affected such provisions of this Agreement so as to reflect equitably such accounting changes Accounting Changes with the desired result that the criteria for evaluating the Company's ’s financial condition shall be the same after such changes Accounting Changes as if such changes Accounting Changes had not been made. When used hereinUntil such time as such an amendment shall have been executed and delivered by the Company and the Required Holders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in GAAP required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the term "financial statement" Securities and Exchange Commission. Notwithstanding the foregoing, for purposes of determining compliance with all covenants and defaults contained in this Agreement, any election by the Company to measure an item of Indebtedness using fair value (as permitted by the Accounting Standards Codification Section 825-10 or any similar accounting standard) shall include the notes be disregarded and schedules theretosuch determination shall be made as if such election had not been made.

Accounting Principles, Terms and Determinations. All references (i) 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, if the Issuer notifies Prudential that the Issuer 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 notifies the Issuer that the Required 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 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 determining compliance with this Agreement (including, without limitation, paragraphs 5 and 6 and the definition of “Indebtedness”), any election by any Credit Party to "general accepted measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting standards Codification Topic No. 000-00-00 - Fair Value Option, International Accounting Standard 39 - Financial Instruments: Recognition and Measurement or any similar accounting principles" standard) shall be disregarded and such determination shall be made as if such election had not been made (ii) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to refer be followed by the phrase “without limitation”. The word “will” shall be construed to generally accepted accounting principles in have the same meaning and effect in as the United States at the time of application thereofword “shall”. Unless the context requires otherwise specified herein(a) any definition of or reference to any agreement, all accounting terms used instrument or other document herein shall be interpretedconstrued as referring to such agreement, all determinations with respect instrument or other document as from time to accounting matters hereunder time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be madeconstrued to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder words of similar import, shall be prepared, in accordance with generally accepted accounting principles. Notwithstanding the foregoing, if any change in generally accepted accounting principles from those applied in the preparation of the financial statements referred construed to in paragraph 8B is occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), the initial application of which change is made after the date of this Agreement, and any such change results in a change in the method of calculation of financial covenants, standards or terms found in this Agreement, the parties hereto agree that until such time as the parties hereto agree upon an amendment refer to this Agreement addressing such changein its entirety and not to any particular provision hereof, such financial covenants(d) all references herein to Articles, standards Sections, Exhibits and terms Schedules shall be construed to refer to Articles and calculated as though such change had not taken place. The parties hereto agree to enter into good faith negotiations in order to amend Sections of, and Exhibits and Schedules to, this Agreement and (e) the affected provisions so as to reflect such accounting changes with the desired result that the criteria for evaluating the Company's financial condition words “asset” and “property” shall be construed to have the same after such changes as if such changes had not been mademeaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 11. When used herein, the term "financial statement" shall include the notes and schedules thereto[Intentionally Deleted].