Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles; provided, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Parent" is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and # the term "unqualified opinion" as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified, and # does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as to the scope of the audit.

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Applicable Accounting Principles;GAAP; provided, that if BorrowerParent notifies Agent that Borrowerit requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the ClosingSixth Restatement Effective Date or in the application thereof on the operation of such provision (or if Agent notifies BorrowerParent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then AgentAgent, Parent, and BorrowerBorrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowerthe Loan Parties after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreementimmediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements"“financial statements” shall include the notes and schedules thereto. Whenever the term "Parent"“Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Parent and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof,thereof and # the term "unqualified opinion"“unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified,unqualified (except as set forth in clause (ii) below), and # does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or without any exception as toconcerning the scope of the audit.audit (except to the extent of any “going concern” qualifications or statement as a result of the impending Maturity Date occurring within one year from the time the report is delivered).

Accounting Terms. All accounting terms not specifically defined hereinherein, and all accounting determinations required to be made hereunder, in each case shall be construed or made in accordance with Applicable Accounting Principles;GAAP (as in effect on the date on which such term is construed, such determination is made or any financial statement including such term or determination is prepared); provided, that if Borrower notifiesBorrowers notify Agent that Borrower requestsBorrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies BorrowerBorrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and BorrowerBorrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and BorrowerBorrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements"“financial statements” shall include the notes and schedules thereto. Whenever the term "Parent"“Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean ParentBorrowers and itstheir Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, # all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and # the term "unqualified opinion"“unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is # unqualified, and # does not includequalified as to scope or contain any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or withoutother qualification (other than any exceptionqualification # relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by such accountants or # as a result of the impending Maturity Date) and # to the scopeextent that any change in GAAP after the Closing Date results in any lease which is, or would be, classified as an operating lease under GAAP as it exists on the Closing Date being classified as a capital lease under revised GAAP, such change in classification of the audit.leases from operating leases to capital leases shall be ignored for purposes of this Agreement.