Common use of Accounting Terms and Determination Clause in Contracts

Accounting Terms and Determination. If any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (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 of its Restricted Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of Parent delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower or last delivered to the Administrative Agent in connection with this Agreement); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the Financial Covenants to eliminate the effect of any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend the Financial Covenants for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any of its Restricted Subsidiaries Subsidiary at “fair value”, as defined therein. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of December 15, 2018 shall not be treated as Indebtedness or as a Capital Lease Obligation and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the Closing Date, that would be treated as an operating lease for purposes of GAAP as of December 15, 2018 shall be treated as an operating lease), in each case for purpose of this Agreement, notwithstanding any actual or proposed change in the application of GAAP after December 15, 2018.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the REIT Guarantor delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the consolidated financial statements of the REIT Guarantor last delivered to the Administrative Agent in connection with this Agreement); provided that if the Borrower or notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000FASB ASC Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein. Only the REIT Guarantor’s Ownership Share of the financial attributes of a non-Wholly Owned Subsidiary shall be considered when determining compliance with any of the Financial Covenants.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required accordance with GAAP or permitted and are adopted by SAP, as applicable, as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of Holdings delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower or last delivered to the Administrative Agent in connection with this Agreement); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP or SAP, as applicable, on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request compliance with such covenant shall be determined on the basis of GAAP or the Administrative Agent’s requestSAP, to enter into negotiationsas applicable, in good faitheffect immediately before the relevant change in GAAP or SAP, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; providedapplicable, howeverbecame effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. Notwithstanding any other provision contained herein, (a) 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, (x) without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or other liabilities bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (b) the accounting for any lease (and whether such lease shall be treated as Capital Lease Obligations) shall be based on GAAP as in effect on December 31, 2017 and without giving effect to any subsequent changes in GAAP (or required implementation of any previously promulgated changes in GAAP) relating to the Borrower treatment of a lease as an operating lease, capitalized lease or finance lease and (c) for purposes of determining compliance with any basket, test, or condition under any provision of this Agreement or any other Loan Document, no Loan Party may retroactively divide, classify, re-classify or deem or otherwise treat a historical transaction as having occurred in reliance on a basket or exception that was not available at the time of its Restricted Subsidiaries at “fair value”, as defined thereinsuch historical transaction or if and to the extent that such basket or exception was relied upon for any later transaction.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied, except as otherwise indicated therein, on a basis consistent with the most recent audited consolidated financial statement of the Borrower or delivered pursuant to Section 5.1(a) (or, prior to the first delivery thereof, the audited financial statements of Ensign for the fiscal year ended December 31, 2018); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect Lenders (and each party hereto agrees to negotiate in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating good faith with respect to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time). 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein; and (ii) for purposes of this Agreement, any lease that was accounted for by any Person as an operating lease as of December 31, 2018 and any lease entered into after December 31, 2018 that would have been accounted for as an operating lease if such lease had been in effect on December 31, 2018 shall be accounted for as an operating lease consistent with GAAP as in effect on December 31, 2018. Notwithstanding anything to the contrary herein, all financial ratios and tests contained in this Agreement that are calculated with respect to any Test Period during which any Permitted Acquisition or other Acquisition permitted hereunder occurs shall be calculated with respect to such Test Period and such Permitted Acquisition or other Acquisition permitted hereunder on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (other than for compliance with the definition of “Permitted Acquisition”) any Permitted Acquisition or other Acquisition permitted hereunder shall have occurred then any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Permitted Acquisition or other Acquisition permitted hereunder had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating quarterly compliance with Sections 6.1 and 6.2, the date of the required calculation shall be the end of the Test Period, and no Permitted Acquisition or other Acquisition permitted hereunder occurring thereafter shall be taken into account).

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent financial statements of the Borrower delivered pursuant to Section 5.1(a) or Section 5.1(b) (subject to any statements made pursuant to Section 5.1(c)(iv)), subject to normal year-end adjustments and the absence of its Restricted Subsidiaries with footnote disclosures in the agreement case of its independent certified public accountants and such changes result in a interim financial statements; provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the definition or application of GAAP as used herein to eliminate the effect of any change in GAAP on the method of calculation operation of any provision of this Agreement (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to make such amendment), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes compliance with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition provisions of this Agreement shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to (a) any election under Accounting Standards Codification 000Section 825-00-00 10 (previously referred to as Statement of or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein or (b) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards 159) Codification Section 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. In addition, notwithstanding anything in this Agreement to the contrary, any change in GAAP occurring after the date hereof that would require operating leases to be treated similarly to capital leases shall not be given effect in the definition of Consolidated EBITDA or Indebtedness or other liabilities any related definitions or in the computation of any financial ratio or requirement in any of the Borrower or any of its Restricted Subsidiaries at “fair value”, as defined thereinLoan Documents.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries accordance with GAAP as in effect from time to time, applied on a basis consistent with the agreement most recent financial statements of its independent certified public accountants the Issuer delivered pursuant to Section 5.1(a) or Section 5.1(b) (subject to any statements made pursuant to Section 5.1(c)(iv)), subject to normal year-end adjustments and such changes result the absence of footnote disclosures in a the case of interim financial statements; provided that if the Issuer notifies the Purchasers that the Issuer wishes to amend the definition or application of GAAP as used herein to eliminate the effect of any change in GAAP on the method of calculation operation of any provision of this Agreement (or if the financial covenants, tests, restrictions or standards herein or in Required Purchasers notify the related definitions or terms used therein (“Accounting Changes”Issuer that the Required Purchasers wish to make such amendment), then the parties hereto agree, at the BorrowerIssuer’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes compliance with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition provisions of this Agreement shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent Issuer and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timePurchasers. 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, without giving effect to (a) any election under Accounting Standards Codification 000Section 825-00-00 10 (previously referred to as Statement of or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Note Party or any Subsidiary of any Note Party at “fair value”, as defined therein or (b) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards 159) Codification Section 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. In addition, all financial covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. In addition, notwithstanding anything in this Agreement to the contrary, any change in GAAP occurring after the date hereof that would require operating leases to be treated similarly to capital leases shall not be given effect in the definition of Consolidated EBITDA or Indebtedness or other liabilities any related definitions or in the computation of any financial ratio or requirement in any of the Borrower or any of its Restricted Subsidiaries at “fair value”, as defined thereinNote Documents.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required accordance with GAAP or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries SAP, as applicable, as in effect from time to time, applied on a basis consistent with the agreement most recent audited consolidated financial statements of its independent certified public accountants and Holdings delivered pursuant to Section 5.1(a) (or, if no such changes result financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Issuer last delivered to the Administrative Agent in a connection with this Agreement); provided that if the Issuer notifies the Administrative Agent that the Issuer wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP or SAP, as applicable, on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Issuer that the Required Noteholders wish to amend Article VI for such purpose), then the parties hereto agreeIssuer’s compliance with such covenant shall be determined on the basis of GAAP or SAP, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiationsas applicable, in good faitheffect immediately before the relevant change in GAAP or SAP, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; providedapplicable, howeverbecame effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Issuer and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeNoteholders. Notwithstanding any other provision contained herein, (a) 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, (x) without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any Note Party or any Subsidiary of any Note Party at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or other liabilities bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (b) the accounting for any lease (and whether such lease shall be treated as Capital Lease Obligations) shall be based on GAAP as in effect on December 31, 2017 and without giving effect to any subsequent changes in GAAP (or required implementation of any previously promulgated changes in GAAP) relating to the Borrower treatment of a lease as an operating lease, capitalized lease or finance lease and (c) for purposes of determining compliance with any basket, test, or condition under any provision of this Agreement or any other Note Document, no Note Party may retroactively divide, classify, re-classify or deem or otherwise treat a historical transaction as having occurred in reliance on a basket or exception that was not available at the time of its Restricted Subsidiaries at “fair value”, as defined thereinsuch historical transaction or if and to the extent that such basket or exception was relied upon for any later transaction.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower or delivered pursuant to Section 5.1(a); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the Financial Covenant to eliminate the effect of any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend the Financial Covenant for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any of its Restricted Subsidiaries Subsidiary at “fair value”, as defined therein. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the Closing Date shall not be treated as Indebtedness or as a Capital Lease Obligation and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the Closing Date, that would be treated as an operating lease for purposes of GAAP as of the Closing Date shall be treated as an operating lease), in each case for purpose of this Agreement, notwithstanding any actual or proposed change in the application of GAAP after the Closing Date.

Accounting Terms and Determination. If any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s 's and its Restricted Subsidiaries’ ' financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result Notwithstanding anything to the contrary contained in this Section or the definition of a change “Capital Lease,” in the event of an accounting principles relating change requiring all leases to be capitalized, only those leases that would constitute Capital Leases on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the treatment Administrative Agent in accordance with the terms of operating leasesthis Agreement after the date of such accounting change, including the capitalization thereof, would be effected at no cost to the Borrower (other than shall deliver a schedule showing the reasonable attorney’s fees of the Administrative Agentadjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (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 of its Restricted Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries accordance with GAAP as in effect from time to time, applied on a basis consistent with the agreement most recent audited consolidated financial statement of its independent certified public accountants and such changes result in a BPL delivered pursuant to Section 5.1(a); provided that if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any provision to eliminate the effect of any change in GAAP on the method operation of calculation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders wish to amend any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”provision for such purpose), then the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend Borrowers’ compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition provision shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such provision is amended in a manner reasonably satisfactory to the Borrowers and the Required Lenders and the Borrowers shall provide to the Administrative Agent such line item reconciliations, as the Administrative Agent may reasonably request. It is understood and agreed that, solely with respect to any change in GAAP after the Required LendersClosing Date with respect to the accounting for leases as either operating leases or capital leases, no Accounting Change shall any lease that is not (or would not be) a capital lease under GAAP as in effect on the Closing Date will not be given effect in such calculations. The parties hereto agree that any such amendment entered into treated as a capital lease hereunder solely as a result of a such change in GAAP after the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeClosing Date. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 BPL or any of its Restricted Subsidiaries Subsidiary thereof at “fair value”, as defined therein.

Accounting Terms and Determination. If any changes (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries accordance with GAAP as in effect from time to time, applied on a basis consistent with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any most recent audited consolidated financial statements of the Borrowers and their Subsidiaries delivered pursuant to Section 6.1(a) (or, if no such financial covenantsstatements have been delivered, tests, restrictions or standards herein or in on a basis consistent with the related definitions or terms used therein (“Accounting Changes”), audited consolidated financial statements of the parties hereto agree, at the Borrower’s request or Borrowers and their Subsidiaries last delivered to the Administrative Agent’s request, to enter into negotiations, Agent in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes connection with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been madethis Agreement); provided, howeverthat if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant in ARTICLE VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers that the Required Lenders wish to amend ARTICLE VII for such purpose), then the Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrowers and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto hereby agree to negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change to GAAP. Furthermore, the Borrowers hereby agree that any such amendment entered into as a result election pursuant to FASB Statement No. 159 shall be disregarded for all purposes of a change this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein. Notwithstanding anything to the contrary contained in this clause (a) or the definition of “Capital Lease Obligation”, in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein change requiring all leases to be capitalized, only those leases that would constitute capital leases on the date hereof (assuming for purposes hereof that they were in existence on the date hereof) shall be construedconsidered capital leases, and all computations of amounts calculations and ratios referred to herein shall be made, without giving effect to any election deliverables under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (this Agreement 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 of its Restricted Subsidiaries at “fair value”, as defined thereinLoan Document shall be made in accordance therewith.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of Holdings delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of Holdings last delivered to the Administrative Agent in connection with this Agreement); provided, that if the Borrower or notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Restricted Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined thereintherein and (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VI (including for purposes of determining the Applicable Margin and the Applicable Percentage and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VI be calculated on a Pro Forma Basis) shall be made on a Pro Forma Basis with respect to (a) sales, leases, transfers and/or involuntary dispositions of property in any period of twelve months with an aggregate fair market value in excess of $15,000,000, (b) any Acquisition, (c) any incurrence of any Incremental Term Loan and/or Incremental Revolving Commitment, (d) any determination of whether a Domestic Subsidiary qualifies as a “Material Subsidiary” pursuant to the definition of “Material Domestic Subsidiary” or (e) any payment of a Restricted Payment occurring during such period.

Accounting Terms and Determination. If any changes Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted and all accounting determinations shall be made in generally accepted accordance with GAAP as in effect from time to time; provided, that prior to the Restatement Effective Date, except as otherwise specified, all accounting principles are hereafter required or permitted terms shall be interpreted and are adopted by all accounting determinations shall be made on a basis consistent with the most recent financial statements of the Borrower or any of its Restricted and the Subsidiaries with delivered to the agreement of its independent certified public accountants and such changes result in Administrative Agent before the Closing Date; provided further, that if, after the Closing Date (i) there is a change in the method of calculation of any of the Borrower’s financial covenantsstatements required by GAAP, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at as determined by the Borrower’s request or certified public accountants (including in connection with the existing audit and restatement process), that is disclosed to the Administrative Agent’s request, to enter into negotiationsor (ii) there is a change in GAAP, in good faiththe case of either (i) or (ii), that impacts the operation of the covenants in order Article VI, if the Borrower notifies the Administrative Agent that it wishes to amend such provisions Article VI to eliminate the effect of any change required by GAAP or change in a credit neutral manner so as to reflect equitably such changes with GAAP, or if the desired result Administrative Agent notifies the Borrower that the criteria Required Lenders wish to amend Article VI for evaluating such purpose, then the Borrower’s and its Restricted Subsidiaries’ financial condition compliance with such covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change required by GAAP or change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall and the Borrower and the Lenders agree to work in good faith to negotiate such an amendment within 60 days of notice from either the Borrower or the Administrative Agent (it being understood and agreed that the purpose of such amendments will be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result to restore the same level of a change in the accounting principles relating cushions to the treatment of operating leasesmodel used to set such covenant levels on the Closing Date, including the capitalization thereof, would and not to amend such covenants to be effected at no cost more or less favorable to the Borrower (other than the reasonable attorney’s fees of the Administrative AgentBorrower). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. Notwithstanding any other provision contained herein, (i) with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting in accordance with FASB ASC 842 on the definitions and covenants herein, GAAP as in effect on December 31, 2018, shall be applied, and (ii) 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein.

Accounting Terms and Determination. If Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time; provided that if the Company notifies the Administrative Agent that the Company wishes to amend any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by provision to eliminate the Borrower or effect of any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in GAAP on the method operation of calculation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”provision for such purpose), then the parties hereto agree, at the BorrowerCompany’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition provision shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such provision is amended in a manner reasonably satisfactory to the Company and the Required Lenders; and the Company shall provide to the Administrative Agent such line item reconciliations as the Administrative Agent may reasonably request. It is understood and agreed that, solely with respect to any change in GAAP with respect to the Required Lendersaccounting for any obligation as either operating leases or financing or capital leases, no Accounting Change shall any lease that is not (or would not be) a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP as in effect on December 31, 2017 will not be given effect in such calculations. The parties hereto agree that any such amendment entered into treated as a financing or capital lease hereunder solely as a result of a such change in GAAP. At any time after the Closing Date, the Company may elect to apply the international financial reporting standards and interpretations issued by the International Accounting Standards Board (“IFRS”) accounting principles relating in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the treatment Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company shall give notice of operating leases, including the capitalization thereof, would be effected at no cost any such election made in accordance with this Section 1.03 to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In For the event such amendment is entered intoavoidance of doubt, all references solely making an election (without any other action) referred to in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles Section 1.03 will not be treated as an incurrence of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeIndebtedness. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 000-00-00 Topic 825—Financial Instruments, or any successor thereto (previously referred including pursuant to as Statement of Financial the FASB Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effectCodification) to value any Indebtedness or other liabilities of the Borrower Company or any of its Restricted Subsidiaries Subsidiary thereof at “fair value”, as defined thereintherein and (b) the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of “Capital Lease Obligations”.

Accounting Terms and Determination. If Except as may be 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 after the Closing Date there occurs any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein GAAP or in the related definitions or terms used therein (“Accounting Changes”), application thereof on the parties hereto agree, at operation of any provision hereof and the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to Borrower Agent notifies the Administrative Agent and that the Loan Parties request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Agent that the Required LendersLenders request an amendment to any provision hereof for such purpose), no Accounting Change 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 given interpreted on the basis of GAAP as in effect in and applied immediately before such calculations. The parties hereto agree that any change shall have become effective until such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event notice shall have been withdrawn or such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared provision amended in accordance with generally accepted accounting principles in effect at such timeherewith. 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, made (a) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (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 Parent or any of its Restricted Subsidiaries Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by such Person (or any Subsidiary or Affiliate of such Person) shall be accounted for by such Person as an operating lease and not as Capital Lease Obligations.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries accordance with GAAP as in effect from time to time, applied on a basis consistent with the agreement most recent audited consolidated financial statement of its independent certified public accountants and Holdings delivered pursuant to Section 6.1(a) (or, if no such changes result in financial statements have been delivered, on a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes basis consistent with the desired result that audited consolidated financial statements of Holdings last delivered to the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been madeServicer in connection with this Agreement); provided, howeverthat if the Sponsor notifies the Servicer that the Sponsor wishes to amend any covenant in Article VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Servicer notifies the Sponsor that the Required Participants wish to amend Article VII for such purpose), then the Sponsor’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Sponsor and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeParticipants. 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Credit Party or any Restricted Subsidiary of its Restricted Subsidiaries any Credit Party at “fair value”, as defined thereintherein and (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Article VII (including for purposes of determining the Applicable Margin and the Applicable Percentage and any transaction that by the terms of this Agreement requires that any financial covenant contained in Article VII be calculated on a Pro Forma Basis ) shall be made on a Pro Forma Basis with respect to (a) sales, leases, transfers and/or involuntary dispositions of property in any period of twelve months with an aggregate fair market value in excess of $15,000,000, (b) any Acquisition, (c) any incurrence of any Incremental Term Loan (as defined in the Credit Agreement) and/or Incremental Revolving Commitment (as defined in the Credit Agreement), (d) any determination of whether a Domestic Subsidiary qualifies as a “Material Domestic Subsidiary” pursuant to the definition of “Material Domestic Subsidiary” or (e) any payment of a Restricted Payment occurring during such period.

Accounting Terms and Determination. If Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a Consistent Basis; provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any changes provision to eliminate the effect of any change in generally accepted accounting principles are hereafter required GAAP (or permitted if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any provision for such purpose), then such provision shall be interpreted on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and are adopted the Required Lenders. With respect to (a) calculations of the financial covenants set forth in Article VI (including, without limitation, calculations of such financial covenants on a Pro Forma Basis in connection with a Permitted Acquisition), (b) calculations related to the negative covenants set forth in Article VII and (c) any calculation of Total Shareholders’ Equity, each such calculation shall be made excluding the effects of any impairment charges resulting from the adoption and ongoing application of Accounting Standard Codification No. 350 Intangibles - Goodwill and Other and 805 Business Combinations (previously referred to as Financial Accounting Standards Board Statement of Financial Accounting Standards Nos. 141 and 142) by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeAffiliates. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-0010 or 470-00 (previously referred to as Statement of Financial Accounting Standards 159) 20 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “"fair value”", as defined therein. Notwithstanding any other provision in this Agreement to the contrary, the determination of whether a lease constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to GAAP as in effect on the date of this Agreement.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Parent and are adopted by its Subsidiaries delivered pursuant to ‎Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower or any of and its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or last delivered to the Administrative Agent’s request, to enter into negotiations, Agent in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes connection with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been madethis Agreement); provided, howeverthat if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in ‎ARTICLE VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend ‎ARTICLE VI for such purpose), then the Parent's and its Subsidiaries' compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 159 (or any other Accounting Standards Codification or Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities at the fair value thereof. With respect to determining compliance with the financial covenants set forth in ARTICLE VI for the Acquisition or any Indebtedness proposed Permitted Acquisition, such calculation shall include the pro forma EBITDA, EBITDAR, Fixed Charges (except as, or in a manner, expressly specified in such definitions or any related definitions) or other liabilities determining factors for the applicable financial covenant of any Person or business acquired for the Borrower applicable period preceding such acquisition, not to exceed four (4) Fiscal Quarters, so long as the calculation thereof is done in a manner reasonably calculated to comply with GAAP (except as expressly specified in such definitions or any of its Restricted Subsidiaries at “fair value”, related definitions) and such calculation is detailed in the supporting calculations to each applicable Compliance Certificate as defined thereindetailed and measured to the Administrative Agent's reasonable satisfaction.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower or delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the covenant in Section 5.2 to eliminate the effect of any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Section 5.2 for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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 Section 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Consolidated Funded Debt or other liabilities of the Borrower or any Subsidiary of its Restricted Subsidiaries the Borrower at “fair value”, as defined therein and (ii) without giving effect to any treatment of Consolidated Funded Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification of Financial Accounting Standard having a similar result or effect) to value any such Consolidated Funded Debt in a reduced or bifurcated manner as described therein, and such Consolidated Funded Debt shall at all times be valued at the full stated principal amount thereof.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required accordance with GAAP or permitted and are adopted by SAP, as applicable, as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower or any of its Restricted Subsidiaries delivered pursuant to Section 5.1(a)(i) (or, if no such financial statements have been delivered, on a basis consistent with the agreement audited consolidated financial statements of its independent certified public accountants and such changes result the Borrower last delivered to the Administrative Agent in a connection with this Agreement); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP or SAP, as applicable, on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request compliance with such covenant shall be determined on the basis of GAAP or the Administrative Agent’s requestSAP, to enter into negotiationsas applicable, in good faitheffect immediately before the relevant change in GAAP or SAP, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; providedapplicable, howeverbecame effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. Notwithstanding any other provision contained herein, (a) 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined thereintherein and (b) any lease that is characterized as an operating lease in accordance with GAAP after the Borrower’s adoption of Accounting Standards Codification Section 842 (regardless of the date on which such lease has been entered into) shall not be a capital or finance lease, and any such lease shall be, for all purposes of this Agreement, treated as though it were reflected on the Borrower’s consolidated financial statements in the same manner as an operating lease LEGAL02/42400466v16 would have been reflected prior to Xxxxxxxx’s adoption of Accounting Standards Codification Section 842.

Accounting Terms and Determination. If Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a Consistent Basis; provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any changes provision to eliminate the effect of any change in generally accepted accounting principles are hereafter required GAAP (or permitted if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any provision for such purpose), then such provision shall be interpreted on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and are adopted the Required Lenders. With respect to (a) calculations of the financial covenants set forth in Article VI (including, without limitation, calculations of such financial covenants on a Pro Forma Basis in connection with a Permitted Acquisition), (b) calculations related to the negative covenants set forth in Article VII and (c) any calculation of Total Shareholders’ Equity, each such calculation shall be made excluding the effects of any impairment charges resulting from the adoption and ongoing application of Accounting Standard Codification No. 350 Intangibles - Goodwill and Other and 805 Business Combinations (previously referred to as Financial Accounting Standards Board Statement of Financial Accounting Standards Nos. 141 and 142) by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeAffiliates. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein. Notwithstanding any other provision in this Agreement to the contrary, the determination of whether a lease constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to GAAP as in effect on the date of this Agreement.

Accounting Terms and Determination. If any changes (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower or any of its Restricted Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the agreement audited consolidated financial statements of its independent certified public accountants and such changes result the Borrower last delivered to the Administrative Agent in a connection with the establishment of the credit facilities under this Agreement); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Section 5.15 to eliminate the effect of any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Section 5.15 for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. b) 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein.therein and (ii) for all purposes of this Agreement and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Lease Obligations in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02. Section 1.4

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of Parent delivered pursuant to Section 5.1(a); provided that if the Borrower or notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of Lenders and the Administrative Agent). In , the event Lenders and the Borrower shall negotiate in good faith to amend such amendment is entered into, all references covenant to preserve the original intent thereof in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date light of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared change in accordance with generally accepted accounting principles in effect at such timeGAAP. Notwithstanding any other provision contained herein, (a) 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined thereintherein and (b) for all purposes of this Agreement, and the other Loan Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capitalized Leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02.

Accounting Terms and Determination. If any Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a)4.4, except for changes in generally accepted accounting principles which are hereafter disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 5.1(a) or permitted and are adopted by (b), including giving effect to fresh start accounting; provided that if the Borrower or notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein. Notwithstanding anything to the contrary herein, the classification or accounting hereunder of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, shall not be affected by modifications to accounting standards described in FASB ASC Topic 842 or any related or similar guidance.

Accounting Terms and Determination. If any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (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 of its Restricted Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Determination. If any changes (a) Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of the Borrower or any of its Restricted Subsidiaries delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the agreement audited consolidated financial statements of its independent certified public accountants and such changes result the Borrower last publicly filed); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in a Article VI to eliminate the effect of any change in GAAP on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition covenant shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. 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 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effecteffect including ASU 2015-03, and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of the Borrower any Loan Party or any Subsidiary of its Restricted Subsidiaries any Loan Party at “fair value”, as defined therein.therein and (ii) for purposes of this Agreement, any lease that was accounted for by any Person as an operating lease as of December 31, 2018 and any lease entered into after December 31, 2018 that would have been accounted for as an operating lease if such lease had been in effect on December 31, 2018 shall be accounted for as an operating lease consistent with GAAP as in effect on December 31, 2018. (b) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the consolidated financial results or performance of the Borrower and its Subsidiaries shall include the financial results or performance of the Associated Practices to the extent required under GAAP. Section 1.4

Accounting Terms and Determination. If any changes All accounting terms not specifically or completely defined herein shall be construed in generally accepted conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein, and except with respect to unaudited financial statements (i) for non-compliance with FAS 123R and (ii) for the absence of footnotes and subject to year-end audit adjustments. No change in the accounting principles are used in the preparation of any financial statement hereafter required or permitted and are adopted by the Borrower or shall be given effect for purposes of measuring compliance with any provisions of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at Article IX unless the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required LendersLenders agree to modify such provisions to reflect such changes in GAAP and, no Accounting Change shall be given effect in unless such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoingprovisions are modified, all financial statements to be delivered by the Borrower pursuant to Section 5.1 statements, Compliance Certificates and similar documents provided hereunder shall be prepared provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in accordance with generally accepted accounting principles in effect at such timeGAAP. Notwithstanding any other provision contained herein, (x) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 000825-0010 or 470-00 (previously referred to as Statement of Financial Accounting Standards 159) 20 (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 any Credit Party or any Subsidiary of its Restricted Subsidiaries any Credit Party at “fair value” and (y) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purposes of this Agreement (other than for purposes of the delivery of financial statements prepared in accordance with GAAP) whether or not such operating lease obligations were in effect on such date), notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as defined thereincapitalized lease obligations in accordance with GAAP. A breach of any Financial Performance Covenant shall be deemed to have occurred as of the last day of the relevant specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required or permitted and are adopted by accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of BPL delivered pursuant to Section 5.1(a); provided that if the Borrower or notifies the Administrative Agent that the Borrower wishes to amend any provision to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP on the method operation of calculation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any of the financial covenants, tests, restrictions or standards herein or in the related definitions or terms used therein (“Accounting Changes”provision for such purpose), the parties hereto agree, at then the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend compliance with such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition provision shall be determined on the same after such changes as if such changes had not been made; provided, howeverbasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such provisions are notice is withdrawn or such provision is amended in a manner reasonably satisfactory to the Borrower and the Required Lenders and the Borrower shall provide to the Administrative Agent such line item reconciliations, as the Administrative Agent may reasonably request. It is understood and agreed that, solely with respect to any change in GAAP after the Required LendersClosing Date with respect to the accounting for leases as either operating leases or capital leases, no Accounting Change shall any lease that is not (or would not be) a capital lease under GAAP as in effect on the Closing Date will not be given effect in such calculations. The parties hereto agree that any such amendment entered into treated as a capital lease hereunder solely as a result of a such change in GAAP after the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such timeClosing Date. 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, without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (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 BPL or any of its Restricted Subsidiaries Subsidiary thereof at “fair value”, as defined therein.

Accounting Terms and Determination. If Except as may be 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 after the Restatement Effective Date there occurs any changes in generally accepted accounting principles are hereafter required or permitted and are adopted by the Borrower or any of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants, tests, restrictions or standards herein GAAP or in the related definitions or terms used therein (“Accounting Changes”), application thereof on the parties hereto agree, at operation of any provision hereof and the Borrower’s request or the Administrative Agent’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, until such provisions are amended in a manner reasonably satisfactory to Borrower Agent notifies the Administrative Agent and that the Loan Parties request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Agent that the Required LendersLenders request an amendment to any provision hereof for such purpose), no Accounting Change 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 given interpreted on the basis of GAAP as in effect in and applied immediately before such calculations. The parties hereto agree that any change shall have become effective until such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event notice shall have been withdrawn or such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared provision amended in accordance with generally accepted accounting principles in effect at such timeherewith. 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, made (a) without 39 giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (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 Parent or any of its Restricted Subsidiaries Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Restatement Effective Date and any similar lease entered into after the Restatement Effective Date by such Person (or any Subsidiary or Affiliate of such Person) shall be accounted for by such Person as an operating lease and not as Capital Lease Obligations.

Accounting Terms and Determination. If any changes Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in generally accepted accounting principles are hereafter required accordance with GAAP or permitted and are adopted by SAP, as applicable, as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of Holdings delivered pursuant to Section 5.1(a) (or, if no such financial statements have been delivered, on a basis consistent with the audited consolidated financial statements of the Borrower or last delivered to the Administrative Agent in connection with this Agreement); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of its Restricted Subsidiaries with the agreement of its independent certified public accountants and such changes result in a any change in GAAP or SAP, as applicable, on the method operation of calculation of any of such covenant (or if the financial covenants, tests, restrictions or standards herein or in Administrative Agent notifies the related definitions or terms used therein (“Accounting Changes”Borrower that the Required Lenders wish to amend Article VI for such purpose), the parties hereto agree, at then the Borrower’s request compliance with such covenant shall be determined on the basis of GAAP or the Administrative Agent’s requestSAP, to enter into negotiationsas applicable, in good faitheffect immediately before the relevant change in GAAP or SAP, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; providedapplicable, howeverbecame effective, until either such provisions are notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Administrative Agent Borrower and the Required Lenders, no Accounting Change shall be given effect in such calculations. The parties hereto agree that any such amendment entered into as a result of a change in the accounting principles relating to the treatment of operating leases, including the capitalization thereof, would be effected at no cost to the Borrower (other than the reasonable attorney’s fees of the Administrative Agent). In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean generally accepted accounting principles as of the date of such amendment. Notwithstanding the foregoing, all financial statements to be delivered by the Borrower pursuant to Section 5.1 shall be prepared in accordance with generally accepted accounting principles in effect at such time. Notwithstanding any other provision contained herein, (a) 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, (x) without giving effect to any election under Accounting Standards Codification 000Section 825-00-00 (previously referred to as Statement of Financial Accounting Standards 159) 10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or other liabilities bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (b) the accounting for any lease (and whether such lease shall be treated as Capital Lease Obligations) shall be based on GAAP as in effect on December 31, 2017 and without giving effect to any subsequent changes in GAAP (or required implementation of any previously promulgated changes in GAAP) relating to the Borrower treatment of a lease as an operating lease, capitalized lease or finance lease and (c) for purposes of determining compliance with any basket, test or condition under any provision of this Agreement or any other Loan Document, no Loan Party or Subsidiary may retroactively divide, classify, re-classify or deem or otherwise treat a historical transaction as having occurred in reliance on a basket or exception that was not available at the time of its Restricted Subsidiaries at “fair value”, as defined thereinsuch historical transaction or if and to the extent that such basket or exception was relied upon for any later transaction.